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Anglo American Capital plc announces 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 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
"OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
7 March 2018
Anglo American Capital plc1 (the “Company”) today announces 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”) for an aggregate consideration of up to the Total Funds Available (as defined below), upon
the terms and subject to the conditions set out in the tender offer memorandum dated 7 March 2018 (the “Tender Offer
Memorandum”) prepared by the Company, and subject to the offer and distribution restrictions set out below and as
more fully described in the Tender Offer Memorandum.
Copies of the Tender Offer Memorandum are (subject to distribution restrictions) available from the Tender Agent as
set out below. Capitalised terms used but not defined in this announcement have the meanings given to them in the
Tender Offer Memorandum.
Notes ISIN Outstanding Reference Rate Fixed Purchase Purchase Spread Amount subject to the
Nominal Amount Yield Tender Offers and
Funds Available
€750,000,000 2.750 per XS0789283792 €357,496,000 N/A -0.2 per cent.(See Note 1) N/A
cent. Notes due 7 June
2019
(the “Notes due June
2019”) Subject as set out in the
Tender Offer
€600,000,000 1.500 per XS1211292484 €205,369,000 N/A 0.0 per cent.(See Note 1) N/A Memorandum, a cash
cent. Notes due 1 April amount up to the Euro
2020 Equivalent of
(the “Notes due April US$1,200,000,000 is
2020”) available for purchase of
the Notes pursuant to the
€600,000,000 2.875 per XS0995040051 €354,277,000 November 2020 N/A 5 bps relevant Tender Offers.
cent. Notes due 20 Interpolated Mid-
November 2020 (the Swap Rate
“Notes due November
2020”)
€750,000,000 2.500 per XS0923361827 €750,000,000 April 2021 N/A 7 bps
cent. Notes due 29 April Interpolated Mid-
2021 (the “Notes due Swap Rate
April 2021”)
Note 1. For information purposes only, the Purchase Prices in respect of the Notes due June 2019 and the Notes due April 2020 will, when determined in the manner described
herein on the basis of a Settlement Date of 19 March 2018, be 103.605 per cent. and 103.053 per cent., respectively. Should the Settlement Date in respect of any Notes due
June 2019 or Notes due April 2020 accepted for purchase pursuant to the relevant Offers to Sell differ from 19 March 2018, such Purchase Price(s) will be recalculated, all
as further described in the Tender Offer Memorandum.
Rationale for the Tender Offers
The Tender Offers are being made as part of the Company's ongoing pro-active capital management.
Details of the Tender Offers
Subject to the right of the Company to extend, terminate, withdraw or amend the terms and conditions of the Tender
Offers, as at the date of this announcement the Company proposes to accept valid tenders of Notes for purchase
pursuant to the Tender Offers for cash an aggregate nominal amount of Notes such that the aggregate amount payable
by the Company for all of the Notes accepted for purchase pursuant to the Tender Offers, (excluding Accrued Interest in
respect of the Notes that are purchased) (the “Total Amount Payable”) is a cash amount of not greater than the Euro
Equivalent of US$1,200,000,000 (the “Total Funds Available”) (although the Company reserves the right, in its sole
discretion to increase or decrease the Total Funds Available and/or accept Offers to Sell in respect of Notes such that
the Total Amount Payable by the Company is less or more than the Total Funds Available (or not to accept any Notes)
for purchase pursuant to the Tender Offers.
The Company reserves the right to determine the allocation of the Total Funds Available between one or more Series of
Notes for the purposes of determining the nominal amount of Notes to be accepted for purchase (if any) for each Series
(each a “Series Acceptance Amount” and together, the “Series Acceptance Amounts”) in its sole discretion, and
reserves the right to accept significantly more or less (or none) of the Notes of any Series as compared to the other
Series, all as further described in the Tender Offer Memorandum.
The Company will pay, for the Notes in each Series accepted by it for purchase pursuant to the Tender Offers, the
relevant Purchase Price (expressed as a percentage and rounded to the third decimal place, with 0.0005 being rounded
upwards) to be determined at or around the Pricing Time on the Pricing Date (subject to the right of the Company to
extend, re-open, amend and/or terminate the Tender Offers) in the manner described in the Tender Offer Memorandum
by reference to the relevant Purchase Yield which will be (i) in the case of the Fixed Yield Notes, the relevant Fixed
Purchase Yield and (ii) in respect of the Fixed Spread Notes the sum of (a) the relevant Purchase Spread and (b) the
relevant Reference Rate for each Series.
The Purchase Price in respect of each Series of Notes will be determined at the Pricing Time on the Pricing Date as
described below in accordance with market convention, and is intended to reflect a yield to maturity of each applicable
Series on the Settlement Date equal to the relevant Purchase Yield. Specifically, the Purchase Price for each of the
Notes will equal (a) the value of all remaining payments of principal and interest on each such Series up to and
including the relevant maturity date of such Series, discounted to the Settlement Date at a discount rate equal to the
relevant Purchase Yield, minus (b) the relevant Accrued Interest Amount.
The calculation of the relevant Purchase Yield (where applicable), Purchase Price and Accrued Interest Amount for
each Series of Notes will be made by the Joint Dealer Managers on behalf of the Company, and such calculations will
be final and binding on the Noteholders, absent manifest error.
The Accrued Interest Amount will be calculated on the basis of the applicable interest rate for the relevant Notes and
paid to each Noteholder who has validly tendered Notes for purchase (and whose Offer to Sell has been accepted)
pursuant to the Tender Offers.
The Company is not under any obligation to accept for purchase any Notes tendered pursuant to the Tender Offers. The
acceptance for purchase by the Company of Notes validly tendered pursuant to the Tender Offers is at the sole
discretion of the Company and tenders may be rejected by the Company for any reason.
The Company reserves the right at any time to waive any or all of the Conditions of the Tender Offer.
In the event that Offers to Sell are received in respect of an aggregate nominal amount of a Series which is greater than
the relevant Series Acceptance Amount, a pro rata reduction will be applied to such Offers to Sell in respect of the
relevant Series. Any such reduction will be calculated as described in the Tender Offer Memorandum. Offers to Sell
which relate (including after any pro-rating) to a nominal amount of Notes of any relevant Series of less than the
Minimum Denomination will be rejected.
Electronic Offer Instructions
In order to participate in, and be eligible to receive the Tender Consideration in respect of the relevant Series of Notes
pursuant to, the Tender Offers, Noteholders must validly tender their Notes by delivering, or arranging to have
delivered on their behalf, a valid Electronic Offer Instruction that is received by the Tender Agent by 16:00 hours
(London time) on 14 March 2018. Electronic Offer Instructions will be irrevocable except in the limited
circumstances described in the Tender Offer Memorandum.
The Notes are denominated, and accordingly can only be tendered in the Tender Offers, in the Minimum Denomination
of €100,000 and permitted integral multiples of €1,000 in excess thereof.
A separate Offer to Sell must be completed on behalf of each beneficial owner and in respect of each Series of Notes.
Before making a decision whether to tender Notes pursuant to a Tender Offer, Noteholders should carefully consider all
of the information in the Tender Offer Memorandum and, in particular, the factors set out under the heading "Risk
Factors".
Indicative Timetable for the Tender Offers
Events/Dates Times and Dates
Commencement of the Tender Offers
Tender Offers announced and beginning of Tender Offer Period. Tender 7 March 2018
Offer Memorandum available from the Tender Agent.
Expiration Time
Deadline for receipt of Electronic Offer Instructions and end of Tender 16:00 hours (London time) on 14 March
Offer Period. 2018
Tendering Noteholders should note that Electronic Offer Instructions must
be submitted in accordance with the deadlines of the Clearing Systems,
which will be before the Expiration Time.
Announcement of Indicative Results of Tender Offers
Announcement by the Company of a non-binding indication of (i) the level At or around 09:00 hours (London time)
at which it expects to set the Series Acceptance Amounts; and (ii) any on 15 March 2018
indicative Pro-Rating Factor(s) (if applicable), in the event the Company
decides to accept valid tenders of Notes pursuant to the Tender Offers.
Pricing Date and Time
Determination of each Purchase Price and, in respect of the Fixed Spread At or around 13:00 hours (London time)
Notes accepted for purchase, determination of the relevant Reference Rate on 15 March 2018
and the relevant Purchase Yield; determination of the applicable FX Rate.
Announcement of Final Offer Results and Pricing
Announcement of (i) whether the Company will accept valid Offers to Sell As soon as reasonably practicable after
pursuant to the Tender Offers; (ii) in respect of the Notes accepted for the Pricing Time on the Pricing Date
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) and Accrued Interest Amounts.
Settlement Date
Settlement of the Tender Offers and payment of the Tender Consideration Expected to take place on 19 March
in respect of Notes accepted for purchase. 2018
The Company may, in its sole discretion, extend, re-open, amend, waive any condition of, or terminate the Tender
Offers at any time (subject to applicable law and as provided in the Tender Offer Memorandum) and the above times
and dates are subject to the right of the Company to so extend, re-open, amend and/or terminate the Tender Offers.
Noteholders are advised to check with the broker, dealer, bank, custodian, trust company, or other nominee through
which they hold their Notes as to the deadlines by which such intermediary would require receipt of instructions
from Noteholders to participate in, or (where permitted) to withdraw their instructions to participate in, the Tender
Offers in accordance with the terms and conditions of the Tender Offers as described in the Tender Offer
Memorandum in order to meet the deadlines set out above and in the Tender Offer Memorandum. The deadlines set
by any such intermediary and each Clearing System for the submission and (where permitted) withdrawal of Offers
to Sell will be earlier than the relevant deadlines specified above and in the Tender Offer Memorandum.
Unless stated otherwise, announcements in connection with the Tender Offers will be made by the delivery of notices to
the Clearing Systems for communication to Direct Participants. Such announcements may also be made on the relevant
Reuters Screen and/or by the issue of a press release to a Notifying News Service and/or via the Regulatory News
Service operated by the London Stock Exchange. Copies of all such announcements, press releases and notices can also
be obtained upon request from the Tender Agent, the contact details for which are set out below. Significant delays may
be experienced where notices are delivered to the Clearing Systems and Noteholders are urged to contact the Tender
Agent for the relevant announcements during the course of the Tender Offers. In addition, Noteholders may contact the
Joint Dealer Managers for information using the contact details below.
Noteholders are advised to carefully read the Tender Offer Memorandum for full details of, and information on,
the procedures for participating in the Tender Offer.
Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., HSBC Bank plc and SMBC Nikko Capital Markets
Limited 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
Banco Bilbao Vizcaya Argentaria, S.A. Banco Santander, S.A.
44th Floor, One Canada Square Ciudad Grupo Santander Edificio Encinar
London 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 7756 6646
Attention: Liability Management Attention: Liability Management
Email: liabilitymanagement@bbva.com Email: tommaso.grospietro@santandergcb.com/
King.Cheung@santandergcb.com
HSBC Bank plc SMBC Nikko Capital Markets Limited
8 Canada Square One New Change
London E14 5HQ London EC4M 9AF
United Kingdom United Kingdom
Tel: +44 20 7992 6237 Tel: +44 20 3527 7545
Attention: Liability Management Group Attention: Liability Management
Email: LM_EMEA@hsbc.com Email: chatterjee@smbcnikko-cm.com
Requests for information in relation to the procedures for tendering Notes in the Tender Offers and the submission
of Electronic Offer Instructions or for copies of the Tender Offer Memorandum or related documents should be
directed to:
THE TENDER AGENT
Lucid Issuer Services Limited
Tankerton Works
12 Argyle Walk
London WC1H 8HA
United Kingdom
Tel: +44 20 7704 0880
Attention: David Shilson / Alexander Yangaev
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
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the
Tender Offer Memorandum contain important information which should be read carefully before any decision is made
with respect to the Tender Offers. 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. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian,
trust company or other nominee must contact such entity if it wishes to tender such Notes pursuant to the Tender Offers.
None of the Company, the Joint Dealer Managers or the Tender Agent or any of their respective directors, employees or
affiliates makes any recommendation whether Noteholders should tender Notes pursuant to the Tender Offers.
OFFER AND 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 (and Offers to Sell will not be accepted from Noteholders) in any circumstances in
which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky 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 or similar 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 Noteholder participating in the Tender Offer will be deemed to give certain representations in respect of the
jurisdictions referred to below and generally as set out in the Tender Offer Memorandum. Any tender of Notes for
purchase pursuant to an Offer to Sell pursuant to the Tender Offer from a Noteholder that is unable to make these
representations may be rejected. Each of the Company, the Joint Dealer Managers and the Tender Agent reserves the
right, in its absolute discretion (and without prejudice to the relevant Noteholder's responsibility for the representations
made by it), to investigate, in relation to any tender of the Notes for purchase pursuant to the Tender Offer, whether any
such representation given by a Noteholder 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.
United States
The Tender Offers are not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or
by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities
exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex,
telephone, the internet and other forms of electronic communication. The Notes may not be tendered in the Tender
Offers by any such use, means, instrumentality or facility from or within the United States or by persons located or
resident in the United States or by any person acting for the account or benefit of a person located or resident in the
United States. Accordingly, copies of this announcement and the Tender Offer Memorandum and any other documents
or materials relating to the Tender Offers are not being, and must not be, directly or indirectly mailed or otherwise
transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the
United States or to any persons located or resident in the United States. Any purported tender of Notes in the Tender
Offers resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender of
Notes made by, or by any person acting for the account or benefit of a person located in the United States or from
within the United States or from any agent, fiduciary or other intermediary acting on a non-discretionary basis for a
principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Notes participating in the Tender Offers will represent that it is not located in the United States and it is
not participating in the Tender Offers from the United States, or that it is acting on a non-discretionary basis for a
principal located outside the United States that is not giving an order to participate in the Tender Offers from the United
States. For the purposes of this and the above paragraph, “United States” means the United States of America, its
territories and possessions (including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and
the Northern Mariana Islands), any state of the United States of America and the District of Columbia.
United Kingdom
The communication of this announcement and 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 authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000, as amended.
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 24 February 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of 14 May 1999, as amended.
Any holder or beneficial owner of the Notes located in Italy may tender their Notes for purchase in the Tender Offers
through authorised 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 29
October 2007, as amended from time to time, and Legislative Decree No. 385 of 1 September 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 Notes, this announcement, or the Tender Offer Memorandum.
France
The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France (“France”). None
of this announcement, the Tender Offer Memorandum or any other document or material relating to the Tender Offers
has 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. Neither this announcement nor the Tender
Offer Memorandum has been and will not be submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
Date: 07/03/2018 12:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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