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Capital plc launches cash tender offers for certain U.S. dollar securities
Anglo American plc
Registered office: 20 Carlton House Terrace, London SW1Y 5AN
Registered number: 3564138 (incorporated in England and Wales)
Legal Entity Identifier: 549300S9XF92D1X8ME43
ISIN: GBOOB1XZS820
JSE Share Code: AGL
NSX Share Code: ANM
(the "Company")
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)
ANGLO AMERICAN CAPITAL PLC LAUNCHES CASH TENDER OFFERS
FOR CERTAIN U.S. DOLLAR SECURITIES
Anglo American Capital plc 1 (the “Company”) has today invited holders of the securities listed below (the
“Securities”) to tender any and all of their Securities for purchase by the Company for cash (the “Tender
Offers”), on the terms of, and subject to the conditions contained in, a tender offer memorandum dated
September 6, 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
CUSIP Outstanding Treasury Bloomberg Purchase
Title of Securities ISINs Numbers Nominal Amount Security Reference Page Spread
U.S.$850,000,000 3.625% US034863AN08 034863AN0 U.S.$850,000,000 1.50% U.S. PX1 80 bps
Senior Securities due May 14, and and Treasury Notes
2020 guaranteed by Anglo USG0446NAH73 G0446NAH7 due August 15,
American plc 2 (the “Securities 2020
due May 2020”)
U.S.$500,000,000 1.50% U.S. PX1 85 bps
U.S.$500,000,000 4.450% Treasury Notes
Senior Securities due US034863AD26 034863AD2 due August 15,
September 27, 2020 guaranteed and and 2020
by Anglo American plc (the USG03762CE22 G03762CE2
“Securities due September
2020”)
Rationale for the Tender Offers
The Tender Offers are being made by the Company as part of the Company's ongoing pro-active capital
management.
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 Settlement Date.
1
(LEI TINT358G1SSHR3L3PW36)
2
(LEI 549300S9XF92D1X8ME43)
Tender Consideration
Purchase Price
Holders of Securities validly tendered at or prior to the Expiration Time and accepted for purchase pursuant
to the Tender Offers, will receive on the Settlement Date the relevant Purchase Price and any Accrued
Interest.
In respect of each Series, the “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.
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 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 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 Settlement
Date.
Price Determination
The Joint Dealer Managers will calculate the Purchase Yield, 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 Purchase Price and Accrued Interest for each Series of the Securities as
soon as reasonably practicable after they are determined.
Because the Purchase Price for the Securities is 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 Purchase Price for the
Securities is 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 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.
The Company reserves the right at any time to waive any or all of the Conditions of the Tender Offer.
If the Company decides to accept for purchase any validly tendered Securities of any Series, then all
Securities of that Series validly tendered will be accepted for purchase in full.
Tender Offers Period and Results
The Tender Offers commenced today, September 6, 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 results of the Tender Offers are expected to be announced on September 13, 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 Settlement Date for the Tender Offers is expected to be September
15, 2017. 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. If any holder of Securities wishes to tender its Securities but such holder cannot
comply with the procedures for submission of a valid Electronic Offer Instruction by the Expiration Time,
such holder may tender its Securities according to the guaranteed delivery procedures, as further described
in the Tender Offer Memorandum.
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 or the
guaranteed delivery procedures.
Once the Company has announced the results of the Tender Offers in accordance with applicable law, the
Company’s acceptance of Electronic Offer Instructions (including, where applicable, any notice of
guaranteed delivery) in accordance with the terms of the Tender Offers will be irrevocable. Electronic
Offer Instructions (including, where applicable, any notice of guaranteed delivery) 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
(where relevant) 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 September 6, 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.
Beginning of Tender Offer Period. Tender Offer
Memorandum available from the Information and
Tender Agent.
Pricing Time At 2:00 p.m. (New York City time) on September 12,
2017
Determination of each Purchase Price, Reference Yield
and Purchase Yield in respect of each Series in the
manner described in this Tender Offer Memorandum at
the Pricing Time.
Announcement of Pricing
As soon as reasonably practicable after Pricing Time
Announcement of the Purchase Price, Reference Yield on September 12, 2017.
and Purchase Yield in respect of each Series.
Expiration Time 5:00 p.m. (New York City time) on September 12,
2017
Deadline for receipt of Electronic Offer Instructions
(or, where applicable, any notice of guaranteed
delivery) 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
Settlement Date and end of Tender Offer Period.
Tendering Holders should note that Electronic Offer
Instructions (or, where applicable, any notice of
guaranteed delivery) and withdrawal instructions must
be submitted in accordance with the deadlines of any
Intermediary, which will be before the Expiration Time.
See the section entitled “Procedures for Submitting
Offers to Sell” in the Tender Offer Memorandum.
Announcement of Offer Results As soon as reasonably practicable on September 13,
2017
Announcement of whether the Company will accept, on
the 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.
Guaranteed Delivery Date 5:00 p.m. (New York City time) on September 14,
2017
Deadline for the delivery of any Securities for which
notice of guaranteed delivery was made.
Settlement Date Expected to take place on September 15, 2017
Settlement of the Tender Offers and payment of the
Tender Consideration in respect of Securities 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 (ii) to extend the Pricing Time, the Expiration Time and/or the
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.
Barclays Capital Inc., BNP Paribas, Mizuho Securities USA LLC and RBC Capital Markets, LLC have
been appointed as Joint Dealer Managers for the purposes of the Tender Offers.
Holders of Securities may access the Tender Offer Memorandum and the form of notice of guaranteed
delivery (as described in the Tender Offer Memorandum) at www.dfking.com/angloamerican.
Requests for information in relation to the Tender Offers should be directed to the Joint Dealer Managers:
JOINT DEALER MANAGERS
Barclays Capital Inc. BNP Paribas
745 Seventh Avenue 10 Harewood Avenue
5th Floor London NW1 6AA
New York, NY 10019 United Kingdom
United States of America
U.S. Toll Free: +1 (800) 438 3242 U.S. Tel: +1 (888) 210 4358
Collect: +1 (212) 528 7581 Collect: +1 (212) 841 3059
In Europe: +44 (0) 20 3134 8515 In Europe: +44 (0) 20 7595 8668
Attention: Liability Management Group Attention: Liability Management Group
Email: liability.management@barclays.com Email: liability.management@bnpparibas.com
Mizuho Securities USA LLC RBC Capital Markets, LLC
320 Park Avenue Brookfield Place
New York, NY 10022 200 Vesey Street, 8th Floor
United States of America New York, NY 10281
United States of America
U.S. Toll Free: +1 (866) 271 7403 U.S. Toll Free: +1 (877) 381 2099
Collect: +1 (212) 205 7736 Collect: +1 (212) 618 7822
In Europe: +44 (0) 20 7090 6442 In Europe: +44 (0) 20 7029 7063
Attention: Liability Management Attention: Liability Management Group
Email: LiabilityManagement@us.mizuho-sc.com Email: liability.management@rbccm.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, form of guaranteed
delivery (as described in 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: 877-783-5524
By Facsimile: (212) 709 3328
Attention: Andrew Beck
Confirmation: +1 (212) 269 5552
Email: anglo@dfking.com
Website : www.dfking.com/angloamerican
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 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
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 located in Italy 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
advertised 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
7
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.
6 September 2017
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 06/09/2017 02:42:00 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
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