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Anglo American Capital plc announces Final Results of Tender Offers for certain of its Notes
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”)
Anglo American Capital plc announces Final Results of Tender Offers for certain of its Notes
NOT FOR DISTRIBUTION TO ANY U.S. PERSON OR ANY PERSON LOCATED OR RESIDENT IN THE
UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS) OR IN ANY
OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "
DISTRIBUTION RESTRICTIONS" BELOW)
Anglo American Capital plc (the “Company”) invited holders of such of its outstanding notes as are listed below
(together, the “Notes”) to tender some or all of their Notes to the Company for purchase by the Company for cash (the
“Tender Offers”), for an aggregate consideration of up to the Total Funds Available, upon the terms and subject to the
conditions set out in the tender offer memorandum dated 18 February 2016 (the “Tender Offer Memorandum”)
prepared by the Company.
Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer
Memorandum.
The Company hereby announces that it will accept for purchase all Notes validly tendered under the Tender Offers with
pro-ration; that the applicable Euro/U.S. dollar exchange rate at the Expiration Time is 1.1036; that the applicable
Sterling/U.S. dollar exchange rate at the Expiration Time is 1.3948; and that:
(i) the aggregate nominal amount of each Series of Notes validly accepted for purchase (each a “Series
Acceptance Amount”);
(ii) the Accrued Interest payable; and
(iii) the applicable Pro-Rating Factor for each Series
are as follows:
Notes ISIN Purchase Price Series Acceptance Accrued Interest(Note 1) Pro-Rating Factor
Amount
4.375 per cent. Notes due 2 XS0470632646 100.65 per cent. EUR 168,597,000 EUR 10.76 86.58%
December 2016
(the “Notes due December
2016”)
1.750 per cent. Notes due XS0995039806 96.65 per cent. EUR 305,975,000 EUR 4.88 70.26%
20 November 2017
(the “Notes due November
2017”)
1.750 per cent. Notes due 3 XS1052677207 91.45 per cent. EUR 212,195,000 EUR 15.92 n/a
April 2018
(the “Notes due April
2018”)
6.875 per cent. Notes due 1 XS0361024895 96.15 per cent. GBP 133,257,000 GBP 57.29 n/a
May 2018
(the “Notes due May
2018”)
2.500 per cent. Notes due XS0830380639 90.00 per cent. EUR 268,365,000 EUR 11.27 n/a
18 September 2018
(the “Notes due September
2018”)
(Note 1) Accrued Interest per EUR1,000 or GBP1,000, as applicable, in nominal amount of the relevant Notes purchased. Accrued Interest represents interest accrued and unpaid on the relevant Notes from (and
including) the immediately preceding interest payment date for such Notes to (but excluding) the Settlement Date.
The Company will pay, for the Notes in each Series accepted by it for purchase pursuant to the Tender Offers, an
amount in Euro (in the case of the Euro Notes) or Sterling (in the case of the Sterling Notes) (the “Tender
Consideration”) equal to the sum of:
1. the product of (x) the relevant Purchase Price and (y) the nominal amount of the relevant Notes; and
2. the Accrued Interest Amount in respect of such Notes,
rounded, if necessary, to the nearest EUR0.01 or GBP0.01, as applicable, with EUR0.005 or GBP0.005 being rounded upwards.
Settlement of the Tender Offers and payment of the Tender Consideration in respect of Notes accepted for purchase is
expected to take place on 1 March 2016.
BNP Paribas is the Global Coordinator and Commerzbank AG and Crédit Agricole Corporate and Investment Bank
together with BNP Paribas are acting as Joint Dealer Managers for the Tender Offers and Lucid Issuer Services Limited
is acting as Tender Agent.
Questions and requests for information in relation to the Tender Offers may be directed to the Joint Dealer
Managers.
GLOBAL COORDINATOR
BNP Paribas
10 Harewood Avenue
London NW1 6AA
United Kingdom
JOINT DEALER MANAGERS
BNP Paribas Commerzbank AG
10 Harewood Avenue Mainzer Landstrasse 151-153
London NW1 6AA 60327 Frankfurt am Main
United Kingdom Germany
Tel: +44 20 7595 8668 Tel: +49 69 136 59920
Attention: Liability Management Group Attention: Liability Management
Email: liability.management@bnpparibas.com Email: liability.management@commerzbank.com
Crédit Agricole Corporate and Investment Bank
9 quai du Président Paul Doumer
92920 Paris La Défense
France
Tel: +44 20 7214 5733
Attention: Liability Management
Email: liability.management@ca-cib.com
Requests for information in relation to the Tender Offers should be directed to:
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
Tel: +44 20 7704 0880
Attention: David Shilson
Email: angloamerican@lucid-is.com
DISCLAIMER
Subject to applicable law, the Company or any of its affiliates may at any time and from time to time following
completion of the Tender Offers purchase remaining outstanding Notes by tender, in the open market, by private
agreement or otherwise on such terms and at such prices as the Company, or if applicable, its affiliates may determine.
Such terms, consideration and prices may be more or less favourable than those offered pursuant to the Tender Offers.
This announcement must be read in conjunction with the Tender Offer Memorandum. If any Noteholder is in any doubt
as to the content of this announcement or the Tender Offer Memorandum, it is recommended to seek its own financial
advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other
independent financial, tax or legal adviser.
DISTRIBUTION RESTRICTIONS
The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted
by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by
each of the Company, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any
such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the
solicitation of an offer to sell Notes.
26 February 2016
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 26/02/2016 02:53:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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