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Anglo American Capital plc launches cash tender offers for certain U.S. Dollar securities
Anglo American plc
(Incorporated in England and Wales)
(Registration number: 3564138)
Registered office: 20 Carlton House Terrace, London, SW1Y 5AN
ISIN: GBOOB1XZS820
JSE Share Code: AGL
NSX Share Code: ANM
(the "Company")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON
RESIDENT AND/OR LOCATED IN, ANY JURISDICTION WHERE SUCH RELEASE,
PUBLICATION OR DISTRIBUTION IS UNLAWFUL (SEE “OFFER AND DISTRIBUTION
RESTRICTIONS” BELOW)
February 18, 2016
ANGLO AMERICAN CAPITAL PLC LAUNCHES CASH TENDER OFFERS
FOR CERTAIN U.S. DOLLAR SECURITIES FOR AN AGGREGATE CONSIDERATION OF UP
TO U.S.$300,000,000
Anglo American Capital plc (the “Company”) has today invited holders of the securities listed below (the
“Securities”) to tender some or all of their Securities for purchase by the Company for cash (the “Tender
Offers”) for an aggregate consideration of up to the Total Funds Available (as defined below), on the terms
of, and subject to the conditions contained in, a tender offer memorandum dated February 18, 2016 (the
“Tender Offer Memorandum”). Capitalized terms not otherwise defined in this announcement have the
same meaning as assigned to them in the Tender Offer Memorandum.
Holders are advised to read carefully the Tender Offer Memorandum for full details of, and
information on the procedures for participating in, the Tender Offers.
CUSIP Outstanding Purchase Early Tender Total Purchase
Title of Securities ISINs Numbers Nominal Amount Price1 Premium Price1 Total Funds Available2
U.S.$600,000,000 2.625%
US034863AE09 034863AE0
Senior Securities due April 3, Subject as set out in the
and and U.S.$600,000,000
2017 guaranteed by Anglo U.S.$943.50 U.S.$30.00 per U.S.$973.50 Tender Offer
USG03762CF96 G03762CF9
American plc (the “Securities per U.S.$1,000 per U.S.$1,000 Memorandum, a
due April 2017”) U.S.$1,000 maximum aggregate
amount up to
US$300,000,000 is
U.S.$750,000,000 2.625% US034863AF73 034863AF7 U.S.$750,000,000 U.S.$909.00 U.S.$30.00 per U.S.$939.00 per available for purchase of
Senior Securities due and and per U.S.$1,000 U.S.$1,000 the Securities pursuant to
September 27, 2017 USG03762CG79 G03762CG7 U.S.$1,000 the Tender Offers.
guaranteed by Anglo
American plc (the “Securities
due September 2017”)
1
In addition to the Purchase Price or the Total Purchase Price, as the case may be, the Company will also pay accrued and unpaid interest on each of the Securities
purchased pursuant to the relevant Tender Offer up to, but not including, the Settlement Date.
2
Excluding for payment of Accrued Interest.
Rationale for the Tender Offers
Concurrently with the Tender Offers, the Company is inviting holders of certain of its Euro and Sterling
denominated debt securities with the aggregate nominal amount outstanding of approximately
U.S.$4,077,800,000 to sell such securities to the Company (the “Non-U.S. Offers”). That invitation is not
open to any holder of such securities that is a U.S. resident and/or a U.S. person (as defined in Regulation S
of the United States Securities Act of 1933). Holders that are U.S. residents and/or U.S. persons that hold
any such securities may not offer to sell them pursuant to such invitation, and such invitation is not the
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subject of the Tender Offer Memorandum referred to above. Holders may not tender any securities in these
Tender Offers other than the Securities specified in the table above.
The Tender Offers, together with the Non-U.S. Offers, are being made by the Company as part of the
Company's ongoing pro-active capital management and are aimed at efficiently using its strong liquidity
position to reduce gross debt and smooth the Company’s debt maturity profile while improving cash flows
by reducing interest expense.
Total Funds Available
The Company proposes to accept valid tenders of Securities for purchase pursuant to the Tender Offers for
cash such that the aggregate amount payable by the Company (excluding Accrued Interest in respect of the
Securities that are purchased) (the “Total Amount Payable”) does not exceed U.S.$300,000,000 (the
“Total Funds Available”).
However, the Company reserves the right, in its sole discretion and for any reason (but subject to applicable
law), to increase or decrease the Total Funds Available and/or to accept Offers to Sell in respect of the
Securities such that the Total Amount Payable by the Company is less or more than the Total Funds
Available (or not to accept any Securities) for purchase pursuant to the Tender Offers.
The Company will determine, in its sole and absolute discretion, the aggregate nominal amount of
Securities that it accepts for purchase such that the Total Amount Payable by the Company for purchase of
such Securities might be more or less than the Total Funds Available, subject to applicable law.
Tender Consideration
Holders of Securities validly tendered (i) at or prior to 5:00 p.m. (New York City time) on March 2, 2016
(the “Early Tender Deadline”) and accepted for purchase (subject to pro-ration) pursuant to the Tender
Offers, will receive the relevant Total Purchase Price, which includes the relevant Early Tender Premium;
and (ii) after the Early Tender Deadline and at or prior to 11:59 p.m. (New York City time) on March 16,
2016 (the “Expiration Time”) and accepted for purchase (subject to pro-ration) pursuant to the Tender
Offers, will only receive the relevant Purchase Price equal to the relevant Total Purchase Price less the
relevant Early Tender Premium.
Subject to the right of the Company to extend, terminate, withdraw or amend the terms and conditions of
either or both Tender Offers, the Company will pay, for the Securities of each Series accepted by it for
purchase pursuant to the Tender Offers, an amount in U.S. dollars (the “Tender Consideration”) equal to
the sum of:
1. the product of (x) if the relevant Securities are validly tendered for purchase at or prior to the Early
Tender Deadline, the relevant Total Purchase Price; or if the relevant Securities are validly
tendered for purchase after the Early Tender Deadline and at or prior to the Expiration Time, the
relevant Purchase Price and (y) the nominal amount of the relevant Securities, divided by
U.S.$1,000; and
2. the Accrued Interest Amount in respect of such Securities,
rounded, if necessary, to the nearest U.S.$0.01, with half a cent being rounded upwards.
Securities purchased by the Company pursuant to the Tender Offers will be cancelled and will not be re-
issued or re-sold. Securities which have not been successfully submitted and accepted for purchase
pursuant to the Tender Offers will remain outstanding after the Settlement Date.
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Accrued Interest
The Accrued Interest Amount will be calculated on the basis of the current and prevailing interest rate.
The Company will calculate the Accrued Interest Amount and its calculation will be final and binding,
absent manifest error.
Pro-Rating
If the Company accepts any Securities for purchase pursuant to the Offers to Sell and the aggregate
nominal amount of the Securities validly tendered in the Tender Offers exceeds the Acceptance Amount,
the Company intends to accept such Securities on a pro-rata basis such that the aggregate nominal amount
of the Securities accepted for purchase pursuant to the Offers to Sell is equal to the Acceptance Amount.
If pro-ration of tendered Securities is required, a single Pro-Rating Factor will be applied across both the
Series and the Company will determine the final Pro-Rating Factor as soon as practicable after the
Expiration Deadline and will announce the Pro-Rating Factor by a press release.
Tender Offers Period and Results
The Tender Offers commenced today, February 18, 2016 and will end at the Expiration Time, unless
extended, re-opened, and/or terminated as provided in the Tender Offer Memorandum.
The relevant deadline set by any intermediary for the submission of Electronic Offer Instructions
will be earlier than this deadline.
The results of the Tender Offers are expected to be announced on March 17, 2016. The acceptance of
Securities for purchase is conditional on the satisfaction of the conditions of the Tender Offers as provided
in the Tender Offer Memorandum. Settlement of the Tender Consideration is expected to take place on
March 21, 2016.
In order to receive the Tender Consideration, holders of Securities must validly tender (and not validly
withdraw) their Securities by the Expiration Time, by delivering, or arranging to have delivered on their
behalf, a valid Electronic Offer Instruction that is received by the Information and Tender Agent by the
Expiration Time. However, in order to be eligible to receive the applicable Early Tender Premium, the
Holders must validly tender (and not validly withdraw) their Securities at or prior to the Early Tender
Deadline. Holders who validly tender their Securities after the Early Tender Deadline will not be eligible to
receive the Early Tender Premium.
The Securities are denominated, and accordingly can only be tendered by Holders, in the Minimum
Denomination and in excess integral multiples of U.S.$1,000 thereafter. Offers to Sell which relate to a
nominal amount of Securities of either Series of less than the Minimum Denomination will be rejected.
See the Tender Offer Memorandum for further details on submitting an Electronic Offer Instruction.
Once the Company has announced the results of the Tender Offers in accordance with applicable law, the
Company’s acceptance of Electronic Offer Instructions in accordance with the terms of the Tender Offers
will be irrevocable. Electronic Offer Instructions which are so accepted will constitute binding obligations
of the submitting Holders and the Company to settle the Tender Offers.
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Announcements in connection with the Tender Offers will be made by the issue of a press release through a
Notifying News Service, by the delivery of notices to DTC for communication to Direct Participants and
via the Regulatory News Service of the London Stock Exchange. Copies of all announcements, press
releases and notices can also be obtained from the Information and Tender Agent, the contact details for
which are set out below.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the key events relating to the Tender Offers.
This is an indicative timetable and is subject to change.
Events/Dates Times and Dates
Commencement of the Tender Offers February 18, 2016
Tender Offers announced via DTC, a Notifying News
Service and the Regulatory News Service of the
London Stock Exchange disclosing the basic terms of
the offer.
Beginning of Tender Offer Period. Tender Offer
Memorandum available from the Information and
Tender Agent.
Early Tender Deadline 5:00 p.m. (New York City time) on March 2, 2016
Deadline for receipt of all Electronic Offer Instructions
in order for Holders to be eligible to receive the
relevant Total Purchase Price and any Accrued Interest
on the Settlement Date.
This is also the deadline for Holders who have tendered
Securities in the Tender Offers to be able to validly
withdraw the Securities.
Tendering Holders should note that Electronic Offer
Instructions and withdrawal instructions must be
submitted in accordance with the deadlines of any
Intermediary, which will be before the Early Tender
Deadline.
Announcement of Early Participation Results March 3, 2016
Announcement of the aggregate nominal amount of the
Securities tendered at or prior to the Early Tender
Deadline.
Expiration Time 11:59 p.m. (New York City time) on March 16, 2016
Deadline for receipt of Electronic Offer Instructions in
order for Holders to be able to participate in the Tender
Offers and be eligible to receive the relevant Purchase
Price and any Accrued Interest on the Settlement Date
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Events/Dates Times and Dates
and end of Tender Offer Period.
Tendering Holders should note that Electronic Offer
Instructions and withdrawal instructions must be
submitted in accordance with the deadlines of any
Intermediary, which will be before the Expiration Time.
Announcement of Final Offer Results March 17, 2016
Announcement of (i) whether the Company will accept
valid Offers to Sell pursuant to the Tender Offers and,
if so, the aggregate nominal amount of Securities of
each Series that it accepts for purchase; (ii) the Accrued
Interest Amounts; and (iii) any Pro-Rating Factor (if
applicable).
Settlement Date Expected to take place on March 21, 2016
Settlement of the Tender Offers and payment of the
Tender Consideration in respect of Securities accepted
for purchase.
Subject to applicable securities laws and the terms set within the Tender Offer Memorandum, the Company
reserves the right, with respect to any or all of the Securities, (i) to waive or modify in whole or in part any
and all conditions to the Tender Offers, (ii) to extend the Early Tender Deadline, the Expiration Time
and/or the Settlement Date, (iii) to modify or terminate the Tender Offers or (iv) to otherwise amend the
Tender Offers in any respect.
FURTHER INFORMATION
D.F. King & Co., Inc. has been appointed by the Company as Information and Tender Agent (the
“Information and Tender Agent”) for the purposes of the Tender Offers.
BNP Paribas has been appointed as the Global Coordinator and Commerzbank AG and Crédit Agricole
Securities (USA) Inc. together with BNP Paribas have been appointed as Joint Dealer Managers for the
purposes of the Tender Offers.
Requests for information in relation to the Tender Offers should be directed to the Joint Dealer Managers:
GLOBAL COORDINATOR
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
JOINT DEALER MANAGERS
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BNP Paribas Commerzbank AG
10 Harewood Avenue Mainzer Landstrasse 151-153
London NW1 6AA 60327 Frankfurt am Main
United Kingdom Germany
U.S. Toll Free: (888) 210 4358
Collect: +1 (212) 841 3059 U.S. Tel: +1 800 233 9164
In Europe: +44 20 7595 8668 In Europe: +49 69 136 59920
Attention: Liability Management Group Attention: Liability Management
Email: liability.management@bnpparibas.com Email: liability.management@commerzbank.com
Credit Agricole Securities (USA) Inc.
1301 Avenue of the Americas, 17th Floor
New York
New York 10019
Collect: +1 (212) 261 7802
U.S. Toll-free: (866) 807 6030
Email: liability.management@ca-cib.com
Attention: Debt Capital Markets
Requests for information in relation to the procedures for tendering Securities in the Tender Offers and the
submission of Electronic Offer Instructions or for copies of the Tender Offer Memorandum or related documents
should be directed to:
THE INFORMATION AND TENDER AGENT
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
United States
Tel: +1 212 269 5550 / Toll Free: 1800 330 5897
By Facsimile: (212) 709 3328
Attention: Krystal Scrudato
Confirmation: (212) 493 6940
Email: anglo@king-worldwide.com
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
NOTICE AND DISCLAIMER
Subject to applicable law, the Company or any of its affiliates may at any time and from time to time
following completion or cancellation of the Tender Offers purchase or exchange or offer to purchase or
exchange remaining outstanding Securities or issue an invitation to submit offers to sell Securities
(including, without limitation, those tendered pursuant to the Tender Offers but not accepted for purchase)
through open market purchases, privately negotiated transactions, tender offers, exchange offers or
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otherwise, in each case on terms that may be more or less favorable than those contemplated by the Tender
Offers.
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement
and the Tender Offer Memorandum contain important information which must be read carefully before any
decision is made with respect to the Tender Offers. If any holder of Securities is in any doubt as to the
action it should take, it is recommended to seek its own legal, accounting and financial advice, including as
to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other
independent financial adviser. Any individual or company whose Securities are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if
it wishes to participate in the Tender Offers. None of the Company, the Joint Dealer Managers, the
Information and Tender Agent and any person who controls, or is a director, officer, employee or agent of
such persons, or any affiliate of such persons, makes any recommendation as to whether holders of
Securities should participate in the Tender Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the
Tender Offers in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to
make such offer or invitation or for there to be such participation under applicable securities laws. The
distribution of this announcement and the Tender Offer Memorandum in certain jurisdictions may be
restricted by law. Persons into whose possession this announcement or the Tender Offer Memorandum
comes are required by each of the Company, the Joint Dealer Managers and the Information and Tender
Agent to inform themselves about and to observe any such restrictions.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or
materials relating to the Tender Offers are not being made by, and such documents and/or materials have
not been approved by, an authorised person for the purposes of section 21 of the Financial Services and
Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not
be passed on to, the general public in the United Kingdom. The communication of such documents and/or
materials as a financial promotion is only being made to those persons in the United Kingdom falling
within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or to persons falling within Article
43(2) of the Order, or to other persons to whom it may otherwise lawfully be made in accordance with the
Order.
Italy
None of the Tender Offers, this announcement, the Tender Offer Memorandum or any other documents or
materials relating to the Tender Offers have been or will be submitted to the clearance procedures of the
Commissione Nazionale per le Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.
The Tender Offers are being carried out in the Republic of Italy (“Italy”) as an exempted offer pursuant to
article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the
“Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14,
1999, as amended.
Any holder or beneficial owner of Securities may tender their Securities for purchase in the Tender Offers
through authorised persons (such as investment firms, banks or financial intermediaries permitted to
conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385
of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with
requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the
applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the
Securities or the Tender Offer Memorandum.
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France
The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France
(“France”). Neither this announcement, the Tender Offer Memorandum nor any other document or
material relating to the Tender Offers have been or shall be distributed to the public in France and only (i)
providers of investment services relating to portfolio management for the account of third parties
(personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or
(ii) qualified investors (investisseurs qualifiés), other than individuals, in each case acting for their own
account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French
Code Monétaire et Financier, are eligible to participate in the Tender Offers. The Tender Offer
Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des
Marchés Financiers.
General
The Tender Offers do not constitute an offer to buy or the solicitation of an offer to sell Securities (and
Offers to Sell will not be accepted from Holders) in any circumstances in which such offer or solicitation is
unlawful. In those jurisdictions where the securities or other laws require the Tender Offers to be made by a
licensed broker or dealer or similar and any of the Joint Dealer Managers or any of the Joint Dealer
Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender
Offers shall be deemed to be made by such Joint Dealer Manager or such affiliate, as the case may be, on
behalf of the Company in such jurisdiction.
Each Holder participating in the Tender Offers will be deemed to give certain representations in respect of
the jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of
Securities for purchase pursuant to an Offer to Sell pursuant to the Tender Offers from a Holder that is
unable to make these representations may be rejected. Each of the Company, the Joint Dealer Managers
and the Information and Tender Agent reserves the right, in its absolute discretion (and without prejudice to
the relevant Holder's responsibility for the representations made by it), to investigate, in relation to any
tender of Securities for purchase pursuant to a Tender Offer, whether any such representation given by a
Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any
reason) that such representation is not correct, such Offer to Sell may be rejected.
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Date: 18/02/2016 03:53:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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