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Anglo American Capital plc announces final results and pricing 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 final results and pricing 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.
Further to its indicative results announcement earlier today, Anglo American Capital plc 1 (the "Company")
announces the final results and pricing 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.
The Company hereby announces it will accept for purchase all validly tendered Notes pursuant to the Tender
Offers on the basis of the Series Acceptance Amounts for each series of Notes set out in the table below,
which also includes the relevant Purchase Price, the relevant Purchase Yield, Accrued Interest and, in respect
of the Fixed Spread Notes accepted for purchase, the relevant Reference Rate:
Notes ISIN Reference Purchase Purchase Purchase Series Acceptance Pro-Rating Accrued Aggregate
Rate Yield Spread Price Amounts Factor Interest nominal
amount
outstanding
after the
Settlement Date
€750,000,000 2.750 XS0789283792 N.A. -0.2 per N.A. 103.605 per €78,075,000 N.A. 2.14726 €279,421,000
per cent. Notes due cent. cent. per cent.
7 June 2019
(the "Notes due
June 2019")
€600,000,000 XS1211292484 N.A. 0.0 per N.A. 103.053 per €66,769,000 N.A. 1.44658 €138,600,000
1.500 per cent. cent. cent. per cent.
Notes due 1 April
2020
(the "Notes due
April 2020")
€600,000,000 2.875 XS0995040051 -0.018 per 0.032 per 5 bps 107.598 per €73,742,000 N.A. 0.93733 €280,535,000
per cent. Notes due cent. cent. cent. per cent.
20 November 2020
(the "Notes due
November 2020")
€750,000,000 XS0923361827 0.065 per 0.135 per 7 bps 107.340 per €372,181,000 N.A. 2.21918 €377,819,000
2.500 per cent. cent. cent. cent. per cent.
Notes due 29
April 2021 (the
"Notes due April
2021")
1 (LEI TINT358G1SSHR3L3PW36)
The aggregate nominal amount of validly tendered Notes the Company will therefore accept for purchase
pursuant to the Tender Offers is €590,767,000 (US$728,917,863 equivalent).
Settlement
Settlement of the Tender Offers and payment of the Tender Consideration in respect of Notes accepted for
purchase is expected to take place on 19 March 2018.
Notes that have not been tendered or 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.
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 04:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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