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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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF
ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
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)
March 20, 2017
ANGLO AMERICAN CAPITAL PLC LAUNCHES CASH TENDER OFFERS
FOR CERTAIN U.S. DOLLAR SECURITIES FOR AN AGGREGATE CONSIDERATION OF UP
TO U.S.$250,000,000
Anglo American Capital plc1 (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), subject to
satisfaction of the New Issue Condition and on the terms of, and subject to the other conditions contained
in, a tender offer memorandum dated March 20, 2017 (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.
Reference Early
CUSIP Outstanding Treasury Bloomberg Purchase Tender
Title of Securities ISINs Numbers Nominal Amount Security Reference Page Spread Premium Total Funds Available1
U.S.$850,000,000 3.625% US034863AN08 034863AN0 U.S.$850,000,000 1.625% U.S. PX1 140 bps U.S.$30 per
Senior Securities due May 14, and and Treasury Notes U.S.$1,000 Subject as set out in the
2020 guaranteed by Anglo USG0446NAH73 G0446NAH7 due March 15, Tender Offer
American plc 2 (the “Securities 2020 Memorandum, a
due May 2020”) maximum aggregate
amount up to
U.S.$500,000,000 1.625% U.S. PX1 140 bps U.S.$30 per US$250,000,000 is
U.S.$500,000,000 4.450% Treasury Notes U.S.$1,000 available for purchase of
Senior Securities due US034863AD26 034863AD2 due March 15, the Securities pursuant
September 27, 2020 guaranteed and 2020 to the Tender Offers.
by Anglo American plc (the USG03762CE22 G03762CE2
“Securities due September
2020”)
1 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
1(LEI TINT358G1SSHR3L3PW36)
2(LEI 549300S9XF92D1X8ME43)
U.S.$3,500,000,000 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 located in the United States. Holders that are located in the
United States that hold any such securities may not offer to sell them pursuant to such invitation, and such
invitation is not the 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 and the proposed New Issue (as defined below), are
being made by the Company as part of the Company's ongoing pro-active capital management and are
aimed at extending the Company’s debt maturity profile.
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 Final Settlement Date.
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.$250,000,000 (the
“Total Funds Available”).
However, the Company reserves the right, in its sole discretion and for any reason (but subject to applicable
law), including, but not limited to, the size of the New Issue, 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 may determine, in its sole and absolute discretion and subject to applicable laws, 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
Total Purchase Price
Subject to the New Issue Condition being satisfied or waived, holders of Securities validly tendered at or
prior to the Early Tender Deadline and accepted for purchase (subject to possible pro-ration) pursuant to
the Tender Offers, will receive on the Early Settlement Date the relevant Total Purchase Price, which
includes the relevant Early Tender Premium.
The “Total Purchase Price” for each U.S.$1,000 in nominal amount of Securities will be determined in
the manner described in the Tender Offer Memorandum by the Joint Dealer Managers at the Pricing Time
by reference to the sum of (i) the relevant Purchase Spread and (ii) the relevant Reference Yield for the
relevant Series as reported on the Bloomberg Reference Page PX1 at the Pricing Time and, for the
avoidance of doubt includes the relevant Early Tender Premium.
The sum of the relevant Purchase Spread and the relevant Reference Yield is referred to herein and in the
Tender Offer Memorandum as the “Purchase Yield”. Specifically, the Total Purchase Price per U.S.$1,000
in nominal amount of the Securities will equal the value per U.S.$1,000 in nominal amount of all remaining
payments of principal and interest on such Securities to be made to (and including) the maturity date of the
relevant Securities, discounted to the Early Settlement Date in accordance with the formula set forth in the
Schedule to the Tender Offer Memorandum, at a discount rate equal to the relevant Purchase Yield, minus
Accrued Interest on U.S.$1,000 in nominal amount of the relevant Series to, but excluding, the Early
Settlement Date.
Purchase Price
Subject to the New Issue Condition being satisfied or waived, holders of Securities validly tendered after
the Early Tender Deadline and at or prior to the Expiration Time and accepted for purchase (subject to
possible pro-ration) pursuant to the Tender Offers, will only receive on the Final Settlement Date the
relevant Purchase Price equal to the relevant Total Purchase Price less the relevant Early Tender Premium.
Price Determination
The Joint Dealer Managers will calculate the Purchase Yield, Total Purchase Price, Purchase Price and
Accrued Interest on behalf of the Company, and their calculation will be final and binding, absent manifest
error. The Company will publicly announce the actual Total Purchase Price, Purchase Price and Accrued
Interest for each Series of the Securities promptly after they are determined.
Because the Total Purchase Price and Purchase Price for the Securities are based on a fixed spread pricing
formula linked to the yield on the relevant Reference Treasury Security, the actual amount of cash that may
be received by a Holder tendering the Securities pursuant to the Tender Offers will be affected by changes
in such yield during the term of the Tender Offers before the Pricing Time. After the Pricing Time, when
the Total Purchase Price and Purchase Price for the Securities are no longer linked to the yield on the
relevant Reference Treasury Security, the actual amount of cash that may be received by a tendering Holder
of the Securities pursuant to the Tender Offers will be known and Holders of the Securities will be able to
ascertain the Total Purchase Price and the Purchase Price for the Securities in the manner described above.
Accrued Interest
The Accrued Interest Amount will be calculated on the basis of the current and prevailing interest rate.
The calculation of the Accrued Interest Amount by or on behalf of the Company will be final and binding,
absent manifest error.
New Issue Condition
The Company announced today that it intends to hold investor calls with a view to issuing U.S. dollar
and/or Euro benchmark-sized securities in the international capital markets (the “New Issue”). The
purchase of any Securities by the Company pursuant to the Tender Offers is subject, without limitation to
the other matters contained in the Tender Offer Memorandum, to the successful completion (in the sole
determination of the Company) of the New Issue (the “New Issue Condition”).
The Company reserves the right at any time to waive any or all of the Conditions of the Tender Offer
(including, but not limited to, the New Issue Condition as set out in the Tender Offer Memorandum).
Pro-Rating
The Company proposes to accept for purchase Securities such that the Total Amount Payable is an
aggregate consideration of up to the Total Funds Available. If pro-ration of tendered Securities is required,
on the basis that the Total Funds Available would otherwise be exceeded on the Early Settlement Date or
the Final Settlement Date, as the case may be (as further described in the Tender Offer Memorandum), on
the Early Settlement Date or the Final Settlement Date, as applicable, a single Pro-Rating Factor will be
applied across both Series for the purposes of acceptance of Offers to Sell on the relevant Settlement Date.
In such circumstances the Company will determine the Pro-Rating Factor as soon as practicable after the
Early Tender Deadline or the Expiration Time, as applicable, and will announce the Pro-Rating Factor by a
press release.
If the Total Funds Available is exceeded on the Early Settlement Date, the Company will not accept for
purchase any Securities tendered after the Early Tender Deadline.
Tender Offers Period and Results
The Tender Offers commenced today, March 20, 2017 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 early participation results of the Tender Offers are expected to be announced on April 3, 2017. The
final offer results are expected to be announced on April 18, 2017. 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. The Early Settlement Date for the Tender Offers is expected to be April 5, 2017
(subject to the satisfaction of the New Issue Condition). The Final Settlement Date for the Tender Offers is
expected to be April 19, 2017 (subject to the satisfaction of the New Issue Condition).
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 applicable
Minimum Denomination, being U.S.$200,000 in the case of the Securities due May 2020 and U.S.$100,000
in the case of the Securities due September 2020, 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 applicable
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.
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 March 20, 2017
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 Tender Offers.
New Issue announced and 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 31, 2017
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 Early 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 Indicative Early Participation Prior to 9:00 a.m. (New York City time) on April 3,
Results 2017
Announcement of (i) whether the New Issue Condition
has been satisfied or waived, (ii) the aggregate nominal
amount of the Securities tendered at or prior to the
Early Tender Deadline, (iii) a non-binding indication of
the aggregate nominal amount of Securities the
Company expects to accept (if any) for purchase
pursuant to the Tender Offers on the Early Settlement
Date, and (iv) indicative details of the Pro-Rating
Factor (if applicable) that will apply in the event the
Company decides to accept valid tenders of Securities
for purchase pursuant to the Tender Offers on the Early
Settlement Date.
Events/Dates Times and Dates
Pricing Date and Time At or around 10:00 a.m. (New York City time) on
April 3, 2017
Determination of each Total Purchase Price, Reference
Yield and Purchase Yield.
Announcement of Pricing and Early Participation As soon as reasonably practicable after the Pricing
Results Time on the Pricing Date
Announcement of whether the Company will accept
(subject to satisfaction of the New Issue Condition), on
the Early Settlement Date, valid tenders of Securities
pursuant to the Tender Offers and, if so, (i) the
aggregate nominal amount of Securities of each Series
accepted for purchase pursuant to the Tender Offers on
the Early Settlement Date, (ii) the Pro-Rating Factor or
Remaining Tender Funds, as applicable, (iii) each Total
Purchase Price, Reference Yield and Purchase Yield,
and (iv) (if the Remaining Tender Funds are greater
than zero) each Purchase Price.
Early Settlement Date Promptly after the Early Tender Deadline, and
expected to be April 5, 2017
Settlement date for Securities validly tendered at or
prior to the Early Tender Deadline and accepted for
purchase pursuant to the Tender Offers.
Expiration Time 11:59 p.m. (New York City time) on April 17, 2017
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 Final Settlement
Date 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 April 18, 2017
Announcement of (i) whether the Company will accept,
on the Final Settlement Date, valid Offers to Sell
pursuant to the Tender Offers and, if so, the aggregate
nominal amount of Securities accepted for purchase
pursuant to the Tender Offers on the Final Settlement
Date; (ii) the relevant Purchase Price, Reference Yield
and Purchase Yield; (iii) the Accrued Interest Amounts;
and (iv) the Pro-Rating Factor (if applicable).
Events/Dates Times and Dates
Final Settlement Date Expected to take place on April 19, 2017
Settlement of the Tender Offers and payment of the
Tender Consideration in respect of Securities validly
tendered after the Early Tender Deadline (but at or
prior to the Expiration Time) and 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, including, but not limited to, the New Issue Condition, (ii) to
extend the Pricing Time, the Pricing Date, the Early Tender Deadline, the Expiration Time, the Early
Settlement Date and/or the Final 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.
Citigroup Global Markets Limited and Morgan Stanley & Co. International plc have been appointed as the
Global Coordinators and Credit Suisse Securities (Europe) Limited, Goldman, Sachs & Co. and UBS
Securities LLC together with Citigroup Global Markets Limited and Morgan Stanley & Co. International
plc 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 COORDINATORS
Citigroup Global Markets Limited Morgan Stanley & Co. International plc
Citigroup Centre 25 Cabot Square
Canada Square Canary Wharf
Canary Wharf London E14 4QA
London E14 5LB United Kingdom
United Kingdom
JOINT DEALER MANAGERS
Citigroup Global Markets Limited Credit Suisse Securities (Europe) Limited
Citigroup Centre One Cabot Square
Canada Square Canary Wharf
Canary Wharf London E14 4QJ
London E14 5LB United Kingdom
United Kingdom
U.S. Tel: +1 800 820 1653
U.S. Toll Free: +1 (800) 558-3745 Collect: +1 212 538 2147
Collect: +1 (212) 723-6106 In Europe: + 44 20 7888 8763 / +44 20 7888 9350
In Europe: +44 20 7986 8969 Attention: Liability Management Group
Attention: Liability Management Group Email: liability.management@credit-suisse.com
Email: liabilitymanagement.europe@citi.com
Goldman, Sachs & Co. Morgan Stanley & Co. International plc
200 West Street 25 Cabot Square
New York, NY 10282 Canary Wharf
United States London E14 4QA
United Kingdom
U.S. Toll Free: +1 (800) 828-3182 U.S. Toll Free: +1 (800) 624-1808
Collect: +1 (212) 357-1057 Collect: +1 (212) 761-1057
In Europe: +44 20 7774 9862 In Europe: +44 20 7677 5040
Attention: Liability Management Group Attention: Liability Management
Email: liabilitymanagement.eu@gs.com Email:
liabilitymanagement.europe@morganstanley.com
UBS Securities LLC
1285 Avenue of the Americas
New York, New York 10019
United States of America
U.S. Toll Free: +1 (888) 719-4210
Collect: +1 (203) 719-4210
In Europe: +44 20 7568 2133
Attention: Liability Management Group
Email: ol-liabilitymanagement-eu@ubs.com
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: Andrew Beck
Confirmation: +1 (212) 269 5552
Email: anglo@dfking.com
This announcement is released by Anglo American Capital plc and contains inside information for
the purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014 (MAR), encompassing
information relating to the Tender Offers, the Non-U.S. Offers and the New Issue described above.
For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055,
this announcement is made by John Mills (Group Company Secretary) at Anglo American Capital
plc.
NOTICE AND DISCLAIMER
Nothing in this announcement constitutes an offer of securities in the United States of America. The
securities referred to above have not been and will not be registered under the U.S. Securities Act of 1933
(the “Securities Act”) or with any securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered or sold within the United States except pursuant to an exemption
from, or in a transaction not subject to, the registration requirements of the Securities Act.
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 authorized 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 authorized 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.
Belgium
None of this announcement, the Tender Offer Memorandum nor any other documents or materials relating
to the Tender Offers has been submitted to or will be submitted for approval or recognition to the Financial
Services and Markets Authority (Autorité des services et marchés financiers / Autoriteit financiële diensten
en markten) and, accordingly, the Tender Offers may not be made in Belgium by way of a public offering,
as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on public takeover bids (the “Belgian
Takeover Law”) as amended or replaced from time to time. Accordingly, the Tender Offers may not be
advertized and the Tender Offers will not be extended, and none of this announcement, the Tender Offer
Memorandum nor any other documents or materials relating to the Tender Offers (including any
memorandum, information circular, brochure or any similar documents) has been or shall be distributed or
made available, directly or indirectly, to any person in Belgium other than (i) to "qualified investors" in the
sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement instruments and
the admission to trading of placement instruments on regulated markets (as amended from time to time),
acting on their own account or (ii) in any circumstances set out in Article 6(4) of the Belgian Takeover
Law. Insofar as Belgium is concerned, the announcement and the Tender Offer Memorandum has been
issued only for the personal use of the above qualified investors and exclusively for the purpose of the
Tender Offers. Accordingly, the information contained in this announcement and the Tender Offer
Memorandum may not be used for any other purpose or disclosed to any other person in Belgium.
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.
20 March 2017
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 20/03/2017 05:39:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
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