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

Anglo American Capital plc announces final results and pricing 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 final results and pricing 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.

Further to its indicative results announcement earlier today, Anglo American Capital plc 1 (the “Company”) announces
the final results and pricing 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, 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.
The Company hereby announces it will accept for purchase validly tendered Notes pursuant to the Tender Offers with a
total nominal amount of approximately US$968,917,171 on the basis of the Series Acceptance Amounts and Pro-Rating
Factors set out in the table below, which also includes the relevant Purchase Price, Accrued Interest and, in respect of
the Fixed Spread Notes accepted for purchase, the relevant Reference Rate:

Notes                              ISIN      Reference           Fixed          Purchase     Purchase             Series        Pro-             Accrued           Aggregate nominal
                                                  Rate        Purchase            Spread        Price         Acceptance      Rating            Interest    amount outstanding after
                                                                 Yield                                            Amount      Factor                             the Settlement Date

EUR750,000,000 1.750       XS1052677207            N/A       -0.15 per               N/A      101.924     EUR280,246,000         N/A     1.731 per cent.              EUR257,559,000
per cent. Notes due 3                                            cent.                      per cent.
April 2018
(the “Notes due
April 2018”)
GBP400,000,000 6.875       XS0361024895      0.148 per             N/A            70 bps      106.493     GBP175,119,000         N/A     6.272 per cent.               GBP91,624,000
per cent. Notes due 1                            cent.                                      per cent.
May 2018
(the “Notes due
May 2018”)
EUR750,000,000 2.500       XS0830380639            N/A  0.00 per cent.               N/A      103.678     EUR232,855,000         N/A     1.322 per cent.              EUR248,780,000
per cent. Notes due                                                                         per cent.
18 September 2018
(the “Notes due
September 2018”)
EUR750,000,000 2.750       XS0789283792     -0.086 per             N/A            40 bps      105.305     EUR175,996,000         N/A     2.230 per cent.              EUR574,004,000
per cent. Notes due 7                            cent.                                      per cent.
June 2019
(the “Notes due
June 2019”)
EUR600,000,000 1.500       XS1211292484            N/A             N/A            70 bps          N/A              EUR 0         N/A                 N/A              EUR600,000,000
per cent. Notes due 1
April 2020
(the “Notes due
April 2020”)



1  (LEI TINT358G1SSHR3L3PW36)
                        

                                                                                  
EUR600,000,000 2.875       XS0995040051            N/A             N/A            85 bps          N/A              EUR 0         N/A                 N/A              EUR600,000,000
per cent. Notes due
20 November 2020
(the “Notes due
November 2020”)




Settlement

The New Issue Condition was waived on 28 March 2017.
Settlement of the Tender Offers and payment of the Tender Consideration in respect of Notes accepted for purchase is
expected to take place on 30 March 2017.

Notes that have not been tendered or 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.


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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