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

Release Date: 15/03/2018 11:00
Code(s): AGL     PDF:  
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Anglo American Capital plc announces indicative results of Tender Offers for certain of its Notes

Anglo American plc (the “Company”)
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)

15 March 2018.

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”) for an aggregate consideration of up to the
Total Funds Available, in each case 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. The
Tender Offers expired at 16:00 hours (London time) on 14 March 2018. 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 the indicative non-binding Series Acceptance Amounts for each series of
Notes, each as set out in the table below:

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

             €750,000,000 2.750 per cent. Notes     XS0789283792      €357,496,000            €78,075,000              N.A.
                       due 7 June 2019
                (the “Notes due June 2019”)
             €600,000,000 1.500 per cent. Notes     XS1211292484      €205,369,000            €66,769,000              N.A.
                      due 1 April 2020
               (the “Notes due April 2020”)
             €600,000,000 2.875 per cent. Notes     XS0995040051      €354,277,000            €73,742,000              N.A.
             due 20 November 2020 (the “Notes
                   due November 2020”)
             €750,000,000 2.500 per cent. Notes     XS0923361827      €750,000,000            €372,181,000             N.A.
             due 29 April 2021 (the “Notes due
                        April 2021”)




Pricing and Results

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

1. (LEI TINT358G1SSHR3L3PW36)

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 of the Tender Offers and payment of the Tender Consideration in respect of any Notes accepted
for purchase is expected to take place on 19 March 2018.

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

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


                                          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

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)




                                                     

Date: 15/03/2018 11:00:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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