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Anglo American Capital plc announces results of Tender Offers for certain of its 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
Anglo American Capital plc announces results of Tender Offers for certain of its Securities
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 “DISTRIBUTION RESTRICTIONS” BELOW)
September 13, 2017
Anglo American Capital plc1 (the “Company”) 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 the 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.
The Company hereby announces that it will accept for purchase validly tendered Securities pursuant to the Tender
Offers with an aggregate nominal amount of U.S.$715,574,000 on the Settlement Date and that in respect of each Series
(i) the aggregate nominal amount of Securities validly accepted (the “Acceptance Amount”); and (ii) the Purchase
Price, Reference Yield and Purchase Spread, are as set out in the table below:
Purchase Price
CUSIP Acceptance Reference Purchase (per U.S.$1,000
Title of Securities ISINs Numbers Amount(1) Yield Spread nominal amount)
U.S.$850,000,000 3.625% Senior US034863AN08
Securities due May 14, 2020 and 034863AN0 and U.S.$497,480,000 1.461 per cent. 80 bps U.S.$1,035.05
guaranteed by Anglo American plc USG0446NAH73 G0446NAH7
(the “Securities due May 2020”)
U.S.$500,000,000 4.450% Senior
Securities due September 27, 2020 US034863AD26
guaranteed by Anglo American plc and 034863AD2 and U.S.$218,094,000 1.461 per cent. 85 bps U.S.$1,062.31
(the “Securities due September 2020”) USG03762CE22 G03762CE2
1. The Company has also received notices of guaranteed delivery in connection with U.S.$490,000 in nominal amount of the Securities due May 2020 and
U.S.$500,000 in nominal amount of the Securities due September 2020 that remain subject to the guaranteed delivery procedures, and such amounts are
not reflected in the table above.
The Company will pay for the Securities in 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) the relevant Purchase Price; and (y) the nominal amount of the relevant Securities
accepted for purchase, divided by U.S.$1,000; and
2. the Accrued Interest Amount in respect of such Securities;
1 (LEI TINT358G1SSHR3L3PW36)
rounded, if necessary, to the nearest U.S.$0.01, with half a cent being rounded upwards.
Securities purchased by the Company pursuant to the Tender Offers will be cancelled and will not be re-issued or re-sold.
The Settlement Date for the Tender Offers and payment of the Tender Consideration in respect of Securities validly
tendered is expected to take place on September 15, 2017.
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 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:
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. If any holder of Securities is in
any doubt as to the content of this announcement or the Tender Offer Memorandum, 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.
DISTRIBUTION RESTRICTIONS
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.
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 13/09/2017 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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