ANGLO AMERICAN PLC - Anglo American Capital plc announces indicative results of Tender Offers for certain of its Notes

Anglo American Capital plc announces indicative 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

Anglo American Capital plc announces indicative results of Tender Offers for certain of its Notes

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR DISTRIBUTION IN OR INTO OR TO 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)

28 March 2017.

Anglo American Capital plc1 (the “Company”) today announces the indicative results of its invitations to 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, subject to satisfaction or waiver of the New Issue Condition and upon the terms and subject to
the other conditions set out in the tender offer memorandum dated 20 March 2017 (the “Tender Offer
Memorandum”) prepared by the Company. The Tender Offers expired at 16:00 hours (London time) on 27 March
2017. Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer
Memorandum.

Following expiration of the Tender Offer Period, the Company hereby announces that, in the event the New Issue
Condition is satisfied or waived and it decides to accept valid tenders of Notes pursuant to the Tender Offers, it intends
to accept Notes pursuant to the Tender Offers with an indicative total nominal amount of approximately
US$968,917,171 on the basis of (i) the indicative non-binding Series Acceptance Amounts; and (ii) the indicative non-
binding Pro-Rating Factor(s), each as set out in the table below:

Notes                                          ISIN       Outstanding    Indicative Series   Indicative Pro-Rating
                                                       Nominal Amount    Acceptance Amount                  Factor

EUR750,000,000 1.750 per cent. Notes   XS1052677207    EUR537,805,000       EUR280,246,000                     N/A
due 3 April 2018
(the “Notes due April 2018”)
GBP400,000,000 6.875 per cent. Notes   XS0361024895    GBP266,743,000       GBP175,119,000                     N/A
due 1 May 2018
(the “Notes due May 2018”)
EUR750,000,000 2.500 per cent. Notes   XS0830380639    EUR481,635,000       EUR232,855,000                     N/A
due 18 September 2018
(the “Notes due September 2018”)
EUR750,000,000 2.750 per cent. Notes   XS0789283792    EUR750,000,000       EUR175,996,000                     N/A
due 7 June 2019
(the “Notes due June 2019”)
EUR600,000,000 1.500 per cent. Notes   XS1211292484    EUR600,000,000                EUR 0             0 per cent.
due 1 April 2020
(the “Notes due April 2020”)
EUR600,000,000 2.875 per cent. Notes   XS0995040051    EUR600,000,000                EUR 0             0 per cent.
due 20 November 2020 (the “Notes
due November 2020”)




Pricing and Results


1 (LEI TINT358G1SSHR3L3PW36)
         

Pricing will take place on or around 13:00 hours (London time) (the “Pricing Time”) today. As soon as reasonably
practicable after the Pricing Time, the Company will announce (i) whether the New Issue Condition has been satisfied
or waived, (ii) whether the Company will accept valid Offers to Sell pursuant to the Tender Offers; (iii) in respect of the
Notes accepted for purchase, the relevant Purchase Price; (iv) in respect of the Fixed Spread Notes accepted for
purchase, the relevant Reference Rate and the relevant Purchase Yield; and (v) the relevant Series Acceptance
Amounts, any Pro-Rating Factor (if applicable) and Accrued Interest Amounts.
Settlement of the Tender Offers and payment of the Tender Consideration in respect of any Notes accepted for purchase
is expected to take place on 30 March 2017.

Notes that are not tendered and accepted for purchase pursuant to the Tender Offers will remain outstanding.

Citigroup Global Markets Limited and Morgan Stanley & Co. International plc are the Global Coordinators and Banco
Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A. and Barclays Bank PLC, together with Citigroup Global
Markets Limited and Morgan Stanley & Co. International plc 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 COORDINATORS

Citigroup Global Markets Limited                            Morgan Stanley & Co. International plc
Citigroup Centre                                            25 Cabot Square
33 Canada Square                                            Canary Wharf
Canary Wharf                                                London E14 4QA
London E14 5LB                                              United Kingdom
United Kingdom


JOINT DEALER MANAGERS

Banco Bilbao Vizcaya Argentaria, S.A.                       Banco Santander, S.A.
44th Floor, One Canada Square                               Ciudad Grupo Santander Edificio Encinar
E14 5AA                                                     Avenida de Cantabaria, s/n 28660 Boadilla del Monte
United Kingdom                                              Madrid
                                                            Spain

Tel: +44 20 7648 7516/                                      Tel: +44 20 7756 6909/
+44 20 7397 6125                                            +44 20 7756 6648
Attention: Liability Management                             Attention: Liability Management
Email: liabilitymanagement@bbva.com                         Email: tommaso.grospietro@santandergcb.com/
                                                            King.Cheung@santandergcb.com

Barclays Bank PLC                                           Citigroup Global Markets Limited
5 The North Colonnade                                       Citigroup Centre
Canary Wharf                                                33 Canada Square
London E14 4BB                                              Canary Wharf
United Kingdom                                              London E14 5LB
                                                            United Kingdom

Tel: +44 20 3134 8515                                       Tel: +44 20 7986 8969
Attention: Liability Management Group                       Attention: Liability Management Group
Email: eu.lm@barclays.com                                   Email: liabilitymanagement.europe@citi.com


                                                           
Morgan Stanley & Co. International plc
25 Cabot Square
Canary Wharf
London E14 4QA
United Kingdom

Tel: +44 20 7677 7799
Attention: Liability Management
Email: liabilitymanagement.europe@morganstanley.com



THE TENDER AGENT

Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA

Tel: +44 20 7704 0880
Attention: Thomas Choquet / David Shilson
Email: angloamerican@lucid-is.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 U.S. Tender 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.

DISCLAIMER

Subject to applicable law, the Company or any of its affiliates may at any 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 or the action it should take, 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 or an invitation to participate in the Tender Offers.


Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)




                                                           

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