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
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 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)

21 September 2017.

Anglo American Capital plc 1 (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 to the Company
for purchase by the Company for cash (the “Tender Offers”) (i) any and all of the Any and All Notes listed
below and (ii) the Capped Notes listed below for an aggregate consideration of up to the Capped Spend
Amount, in each case upon the terms and subject to the conditions set out in the tender offer memorandum
dated 13 September 2017 (the “Tender Offer Memorandum”) prepared by the Company. The Tender
Offers expired at 16:00 hours (London time) on 20 September 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 it decides
to accept valid tenders of Notes pursuant to the Tender Offers, it intends to accept all Notes pursuant to the
Tender Offers on the basis of (i) the indicative Any and All Notes Acceptance Amount; and (ii) the
indicative non-binding Series Acceptance Amounts for each series of Capped Notes, each as set out in the
table below:

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


Any and All Notes
EUR600,000,000 1.500 per cent. Notes   XS1211292484   EUR600,000,000      EUR394,631,000           N.A.
due 1 April 2020
(the “Notes due April 2020”)
Capped Notes
EUR750,000,000 2.500 per cent. Notes   XS0830380639   EUR248,780,000      EUR88,948,000            N.A.
due 18 September 2018
(the “Notes due September 2018”)
EUR750,000,000 2.750 per cent. Notes   XS0789283792   EUR574,004,000      EUR216,508,000           N.A.
due 7 June 2019
(the “Notes due June 2019”)
EUR600,000,000 2.875 per cent. Notes   XS0995040051   EUR600,000,000      EUR245,723,000           N.A.
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 Company will
accept valid Offers to Sell pursuant to the Tender Offers; (ii) in respect of the Notes accepted for purchase,
the relevant Purchase Price; (iii) in respect of the Fixed Spread Notes accepted for purchase, the relevant
Reference Rate and the relevant Purchase Yield; and (iv) the relevant Series Acceptance Amounts, any Pro-
Rating Factor (if applicable) (in respect of the Capped Notes only) 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 25 September 2017.

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

Commerzbank Aktiengesellschaft, Crédit Agricole Corporate and Investment Bank, MUFG Securities
EMEA plc and UniCredit Bank AG 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.


JOINT DEALER MANAGERS

Commerzbank Aktiengesellschaft                   Crédit Agricole Corporate and Investment Bank
Mainzer Landstrasse 151-153                      12, Place des Etats-Unis
DLZ-Geb. 1, CC-APM DCM Bonds                     CS 70052
60327 Frankfurt am Main                          92547 Montrouge Cedex
Federal Republic of Germany                      France

Tel: +49 69 136 59920                            Tel: +44 207 214 5733
Attention: Liability Management                  Attention: Liability Management
Email: liability.management@commerzbank.com      Email: liability.management@ca-cib.com

MUFG Securities EMEA plc                         UniCredit Bank AG
Ropemaker Place                                  Arabellastrasse 12
25 Ropemaker Street                              D-81925 Munich
London EC2Y 9AJ                                  Germany
United Kingdom

Tel: +44 207 577 4048/+44 207 577 4218           Tel: +49 89 378 13722
Attention: Liability Management Group            Attention: Liability Management
Email: DCM-LM@int.sc.mufg.jp                     Email: corporate.lm@unicredit.de



THE TENDER AGENT

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

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 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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