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Announces Early Participation Results of Tender Offers for certain of its 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”)
Anglo American Capital plc announces Early Participation Results of Tender Offers for certain of its Securities
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)
Anglo American Capital plc (the “Company”) invited holders of such of its outstanding securities as are listed below
(together, the “Securities”) to tender some or all of their Securities to the Company for purchase by the Company for
cash (the “Tender Offers”), for an aggregate consideration of up to U.S.$300,000,000, upon the terms and subject to
the conditions set out in the tender offer memorandum dated February 18, 2016 (the “Tender Offer Memorandum”)
prepared by the Company.
Capitalized terms used but not defined in this announcement have the meanings given to them in the Tender Offer
Memorandum.
The Company hereby announces that, as of 5:00 p.m., New York City time, on March 2, 2016 (the “Early Tender
Deadline”), the aggregate nominal amount of Securities that have been validly tendered pursuant to the Tender Offers
is as follows:
Nominal Amount
of Securities
Total tendered prior to
CUSIP Purchase Early Tender Purchase Early Tender
Title of Securities ISINs Numbers Price1 Premium Price (Note 1) Deadline
U.S.$600,000,000 2.625% Senior Securities due US034863AE09 and 034863AE0 and U.S.$943.50 per U.S.$30.00 per U.S.$973.50 per U.S.$147,761,000
April 3, 2017 guaranteed by Anglo American plc USG03762CF96 G03762CF9 U.S.$1,000 U.S.$1,000 U.S.$1,000
(the “Securities due April 2017”)
U.S.$750,000,000 2.625% Senior Securities due
September 27, 2017 guaranteed by Anglo US034863AF73 and 034863AF7 and U.S.$909.00 per U.S.$30.00 per U.S.$939.00 per U.S.$114,860,000
American plc (the “Securities due September USG03762CG79 G03762CG7 U.S.$1,000 U.S.$1,000 U.S.$1,000
2017”)
(Note 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.
As the deadline to withdraw the tendered Securities has expired at 5:00 p.m., New York City time, on March 2, 2016,
all Securities validly tendered prior to the Early Tender Deadline may no longer be withdrawn.
The Tender Offers are scheduled to expire at 11:59 p.m. New York City time, on March 16, 2016, unless extended or
earlier terminated (such time and date, as the same may be extended, the “Expiration Time”).
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 had been validly tendered for purchase at or prior to the Early
Tender Deadline, the relevant Total Purchase Price; or if the relevant Securities had been validly tendered for
purchase after the Early Tender Deadline but 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.
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.
If the Company accepts any Securities for purchase pursuant to the Tender Offers and the aggregate nominal amount of
the Securities validly tendered in the Tender Offers exceeds the aggregate nominal amount of Securities accepted by the
Company, the Company intends to accept such Securities on a pro-rata basis as described in the Tender Offer
Memorandum.
Securities purchased by the Company pursuant to the Tender Offers will be cancelled and will not be re-issued or re-
sold.
Settlement of the Tender Offers and payment of the Tender Consideration in respect of Securities accepted for purchase
is expected to take place on March 21, 2016.
Concurrently with the Tender Offers, the Company had also invited holders of certain of its Euro and Sterling
denominated debt securities (the “Notes”) 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”). The Company has accepted for
purchase valid tenders of Notes for an aggregate consideration of approximately U.S.$1,450,000,000 (including
Derivative Costs, but excluding Accrued Interest, in respect of the Notes that are purchased). Settlement of the Non-
U.S. Offers took place on March 1, 2016.
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
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
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 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.
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.
3 March 2016
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 03/03/2016 01:45:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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