Wrap Text
Anglo American announces Tender Offer
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7
OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS IT FORMS PART OF DOMESTIC LAW
BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018.
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 "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)
May 17, 2021
ANGLO AMERICAN CAPITAL PLC1 LAUNCHES CASH TENDER OFFER
FOR TWO SERIES OF ITS U.S. DOLLAR NOTES AND A SERIES OF ITS EURO NOTES
Anglo American Capital plc (the "Company") has today invited holders of its: (i) US$750,000,000 5.375 per cent.
Senior Notes due April 2025 guaranteed by Anglo American plc2 (ISIN: US034863AV24 (Rule 144A) /
USG0446NAQ72 (Reg S)) ("April 2025 US Dollar Notes"); (ii) US$650,000,000 4.875 per cent. Senior Notes due
May 2025 guaranteed by Anglo American plc (ISIN: US034863AP55 (Rule 144A) / USG0446NAJ30 (Reg S))
("May 2025 US Dollar Notes" and, together with the April 2025 US Dollar Notes, the "US Dollar Notes"); and
(iii) €600,000,000 1.625 per cent. Guaranteed Notes due September 2025 guaranteed by Anglo American plc (ISIN:
XS1686846061) (the "Euro Notes" and, together with the April 2025 US Dollar Notes and May 2025 US Dollar
Notes each being a "Series", and any notes within any such Series being the "Notes") to tender their Notes for
purchase by the Company for cash (each such invitation an "Offer" and together, the "Offers"), on the terms of, and
subject to the Offer Cap and the Acceptance Priority Levels (each as defined below) and the other conditions
contained in, a tender offer memorandum dated May 17, 2021 (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.
Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on
the procedures for participating in, the Offers.
Notes ISIN / CUSIP Principal Coupon Maturity Acceptance Early Fixed Reference Security Hypothetical Bloomberg Offer Cap
amount Date Priority Tender Spread or Reference Early Reference
outstanding Par Call Level Payment (1) Interpolated Rate Consideration Page
Date (1)(2) (2)(3)
April Rule 144A: US$750,000,000 5.375% 1 April 1 1 US$30 30 0.750% US US$1,156.20 FIT1 The total amount
2025 US034863AV24 2025 March per bps Treasury due 30 per paid in respect of
US / 034863 AV2 2025 US$1,000 April 2026 US$1,000 Notes purchased
Dollar Reg S: (US91282CBW01) shall not, when
Notes USG0446NAQ72 converted, if
/ G0446N AQ7 applicable, into US
dollars at the FX
May Rule 144A: US$650,000,000 4.875% 14 May N/A 2 US$30 35 US$1,143.13 FIT1 Rate, exceed
2025 US034863AP55 / 2025 per bps per US$1,000,000,000,
US 034863 AP5 US$1,000 US$1,000 all as further
Dollar Reg S: described in the
Tender Offer
Memorandum(4)
1 (LEI TINT358G1SSHR3L3PW36)
2 (LEI 549300S9XF92D1X8ME43)
Notes USG0446NAJ30
/ G0446N AJ3
Euro XS1686846061 €600,000,000 1.625% 18 N/A 3 €30 per 30 Interpolated Euro €1,069.49 ICAE1
Notes September €1,000 bps Mid-Swap Rate per €1,000
2025
(1) The Early Consideration (defined below) shall be calculated from the applicable Fixed Spread and includes the Early Tender Payment. The Late
Consideration (defined below) in respect of Notes of each relevant Series will be calculated by deducting the Early Tender Payment from the Early
Consideration (defined below).
(2) Subject to the Minimum Denomination of the relevant Series.
(3) For illustrative purposes only, a hypothetical Early Consideration for each Series is set out in the table above, based upon a hypothetical Pricing Time as at
10.00 a.m. (New York time) on 14 May 2021, where the hypothetical US Dollar Notes Reference Yield was 0.805 per cent. for the April 2025 US Dollar Noes
and the May 2025 US Dollar Notes and the hypothetical Interpolated Euro Mid-Swap Rate was -0.294 per cent., and assuming an Early Settlement Date of 3
June 2021. Holders should note that the actual Early Consideration for each Series determined in the manner described in the Tender Offer Memorandum
could differ significantly from the hypothetical Early Consideration for each Series set out in the table above.
(4) Excluding for payment of Accrued Interest (each as defined below).
Rationale for the Offers
The Offers are being made as part of the Company’s ongoing pro-active balance sheet management and are aimed at
managing the Company’s cost of debt and reducing refinancing risk.
Notes purchased by the Company pursuant to the Offers will be cancelled.
Offer Cap
If the Company decides to accept any Notes for purchase pursuant to the relevant Offer(s), it proposes to accept for
purchase pursuant to the relevant Offer(s) an aggregate principal amount of Notes such that the total amount payable
in aggregate by the Company for all Notes accepted for purchase pursuant to the relevant Offer(s) (but excluding
Accrued Interest payable in respect of such Notes) is no greater than the cash amount equal to US$1,000,000,000
(such amount, which may be increased or decreased, subject to applicable law, the “Offer Cap”). The Company will
determine whether the Offer Cap has been reached as of the Early Tender Deadline or the Expiration Deadline, as
applicable, by converting the principal amount of the Euro Notes validly tendered and accepted for purchase
pursuant to the relevant Offer into US Dollars at the FX Rate, which will be determined at the Pricing Time.
Early Consideration and Late Consideration
The amount in cash to be paid by the Company for each US$1,000 or €1,000 (as applicable) in principal amount of
each Series (subject in each case to the Minimum Denomination of the relevant Series) validly tendered pursuant to
the relevant Offer prior to or at the Early Tender Deadline and accepted for purchase by the Company shall be an
amount (rounded to the nearest cent, with US$0.005 and €0.005 (as applicable) being rounded upwards) that would
reflect, as of the Early Settlement Date, a yield to the Par Call Date, in the case of the April 2025 US Dollar Notes or
the Maturity Date, in the case of the May 2025 US Dollar Notes and the Euro Notes, equal to the sum of: (i) the
Reference Yield for such Series, plus (ii) the Fixed Spread for such Series set out in the table above (in respect of
each Series, the "Early Consideration"). The Reference Yield will be determined at the Pricing Time on the
Pricing Date with reference to, as applicable, the Reference Security or Reference Interpolated Rate, as shown in the
table above.
Specifically, the Early Consideration for each Series will equal (i) the value of all remaining payments of principal
and interest on the relevant Series up to and including the Par Call Date, in the case of the April 2025 US Dollar
Notes, or the Maturity Date, in the case of the May 2025 US Dollar Notes and the Euro Notes, discounted to the
Early Settlement Date at a discount rate equal to the sum of (x) the applicable Reference Yield plus (y) the
applicable Fixed Spread, minus (ii) Accrued Interest. The Early Consideration for each Series, when calculated in
the manner set out above, includes the applicable Early Tender Payment listed in the table above under the heading
"Early Tender Payment".
The amount in cash to be paid by the Company for each US$1,000 or €1,000 (as applicable) in principal amount of
each Series (subject in each case to the Minimum Denomination of the relevant Series) validly tendered pursuant to
the relevant Offer after the Early Tender Deadline but prior to or at the Expiration Deadline and accepted for
purchase by the Company shall be an amount (rounded to the nearest cent, with US$0.005 and €0.005 (as
applicable) being rounded upwards) equal to the Early Consideration for the relevant Series minus an amount equal
to the applicable Early Tender Payment listed in the table above under the heading "Early Tender Payment" (in
respect of each Series, the "Late Consideration").
Notes must be tendered pursuant to the Offers prior to or at the Early Tender Deadline in order to be eligible to
receive the applicable Early Consideration or, in the case of Notes tendered after the Early Tender Deadline, prior to
or at the Expiration Deadline, in order to receive the Late Consideration.
Accrued Interest
The Company shall also pay Accrued Interest on all Notes validly tendered and accepted for purchase pursuant to
the relevant Offer(s).
Acceptance Priority Level and Pro-Ration
Subject to the Offer Cap and the pro-ration arrangements described below and in the Tender Offer Memorandum,
the aggregate principal amount of each Series that is purchased pursuant to the Offers will be determined in
accordance with the Acceptance Priority Levels, with Acceptance Priority Level 1 being the highest and Acceptance
Priority Level 3 being the lowest. The April 2025 US Dollar Notes validly tendered pursuant to the relevant Offer,
having Acceptance Priority Level 1, will be accepted before any validly tendered May 2025 US Dollar Notes,
having Acceptance Priority Level 2, followed by any validly tendered Euro Notes, having Acceptance Priority Level
3; however, if the Company purchases Notes on the Early Settlement Date, all Notes validly tendered prior to or at
the Early Tender Deadline will have priority over Notes tendered after the Early Tender Deadline, regardless of the
Acceptance Priority Levels of such later tendered Notes. Notes validly tendered and purchased on the same
Settlement Date shall be purchased in accordance with the Acceptance Priority Levels.
If the total amount payable (but excluding, for this purpose, Accrued Interest) for validly tendered Notes with the
same Acceptance Priority Level would (together with the total amount payable (but excluding, for this purpose,
Accrued Interest) for any validly tendered Notes with a higher Acceptance Priority Level, where applicable), if
purchased, exceed the Offer Cap, such Notes will be purchased on a pro-rata basis such that total amount payable
(but excluding, for this purpose, Accrued Interest) for all Notes validly tendered in the Offers and accepted for
purchase does not exceed the Offer Cap, as detailed herein and in the Tender Offer Memorandum. If the purchase
of all Notes validly tendered prior to or at the Early Tender Deadline would result in an aggregate amount payable
(but excluding, for this purpose, Accrued Interest) that would equal or exceed the Offer Cap, then no Notes tendered
after the Early Tender Deadline will be purchased pursuant to the Offers regardless of the Acceptance Priority Level
of such Notes, unless the Company increases the Offer Cap (in its sole discretion).
A separate tender instruction must be submitted on behalf of each beneficial owner of the Notes, given the possible
proration.
Offers Period and Results
The Offers commenced today, May 17, 2021 and will end at the Expiration Deadline, unless extended, re-opened,
and/or terminated as provided in the Tender Offer Memorandum.
At the Early Participation Results Announcement Time, the Company will announce: (i) the principal amount of
Notes of each Series that were validly tendered and not withdrawn prior to the Early Tender Deadline; and (ii) a
non-binding indication of the aggregate principal amount of Notes in each Series that the Company intends to accept
pursuant to the relevant Offer(s), and indicative details of any Pro-Rating Factor that will apply as a consequence.
The Company will announce at the Pricing and Early Acceptance Announcement Time its decision to accept valid
Tenders for purchase on the Early Settlement Date and, if so accepted: (i) the Reference Yield, the Early
Consideration and the Late Consideration for each Series; (ii) the FX Rate; (iii) the Final Acceptance Amount in
respect of the Early Settlement Date, (iv) the allocation of the Final Acceptance Amount in respect of the Early
Settlement Date between each Series (which will be determined using the Acceptance Priority Levels), (v) any Pro-
Rating Factor in respect of the Notes settled on the Early Settlement Date (if applicable), (vi) the aggregate principal
amount of Notes in each Series that will remain outstanding after the Early Settlement Date, and (vii) the aggregate
amount of capacity (if any) pursuant to the Offer Cap remaining for any Tenders submitted after the Early Tender
Deadline and at or prior to the Expiration Deadline.
Provided that the purchase of all Notes validly tendered prior to or at the Early Tender Deadline would not result in
an aggregate amount payable (excluding, for this purpose, Accrued Interest) that would equal or exceed the Offer
Cap, the Company will announce at the Final Results Announcement Date its decision to accept valid Tenders or
further valid Tenders for purchase on the Final Settlement Date and, if so accepted, will announce: (i) the Final
Acceptance Amount in respect of the Final Settlement Date, (ii) the allocation of the Final Acceptance Amount in
respect of the Final Settlement Date between each Series (which will be determined using the Acceptance Priority
Levels), (iii) any Pro-Rating Factor in respect of the Notes settled on the Final Settlement Date (if applicable), and
(iv) the aggregate principal amount of Notes in each Series that will remain outstanding after the Final Settlement
Date.
Tender Instructions must be submitted in respect of a minimum principal amount of Notes of the relevant Series of
no less than the Minimum Denomination for such Series, and may be submitted in integral multiples of US$1,000 or
€1,000, as applicable.
See the Tender Offer Memorandum for further details on submitting a Tender Instruction.
Unless stated otherwise, all announcements in connection with the Offers will be made in accordance with
applicable law (i) by publication through RNS, (ii) by the delivery of notices to the Clearing Systems for
communication to Direct Participants, (iii) on the relevant Reuters Insider Screen, (iv) the issue of a press release to
a Notifying News Service, (v) on the Offer Website and/or (vi) obtainable from the Tender and Information Agent,
the contact details for which are below.
INDICATIVE TIMETABLE
The following table sets out the expected dates and times of the key events relating to the Tender Offer. This is an
indicative timetable and is subject to change.
Date Calendar Date and Time Event
Launch Date 17 May 2021 Commencement of the Offers and availability of
the Tender Offer Memorandum on the Offer
Website and from the Tender and Information
Agent.
Early Tender Deadline 5:00 p.m., New York time, on 28 Deadline for receipt of valid Tender Instructions by
May 2021 the Tender and Information Agent in order for
Holders to be eligible to receive the relevant Early
Consideration.
Withdrawal Deadline 5:00 p.m., New York time, on 28 Except in certain limited circumstances where the
May 2021 Company determines that additional withdrawal
rights are required by law or otherwise in
accordance with the Tender Offer Memorandum,
the deadline for Holders to validly withdraw
Tenders.
Early Participation Prior to the Pricing Time on the The time at which the Company will announce: (i)
Results Announcement Pricing Date the amount of Notes of each Series validly tendered
Time and not withdrawn prior to or at the Early Tender
Deadline; and (ii) a non-binding indication of the
aggregate principal amount of Notes in each Series
that the Company intends to accept pursuant to the
relevant Offer(s), and indicative details of any Pro-
Rating Factor that will apply as a consequence.
Pricing Date and Time At or around 10.00 a.m., New The time at which the Reference Yield, Early
York time on 1 June 2021, the Consideration and Late Consideration for each
first New York Business Day after Series and the FX Rate will be determined.
the Early Tender Deadline
Pricing and Early As soon as practicable after the The time at which the Company will announce its
Acceptance Pricing Time decision to accept valid Tenders for purchase on the
Announcement Time Early Settlement Date and, if so accepted: (i) the
Reference Yield, the Early Consideration and the
Late Consideration for each Series; (ii) the FX
Rate; (iii) the Final Acceptance Amount in respect
of the Early Settlement Date, (iv) the allocation of
the Final Acceptance Amount in respect of the
Early Settlement Date between each Series (which
will be determined using the Acceptance Priority
Levels), (v) any Pro-Rating Factor in respect of the
Notes settled on the Early Settlement Date (if
applicable), (vi) the aggregate principal amount of
Notes in each Series that will remain outstanding
after the Early Settlement Date, and (vii) the
aggregate amount of capacity (if any) pursuant to
the Offer Cap remaining for any Tenders submitted
after the Early Tender Deadline and at or prior to
the Expiration Deadline.
Early Settlement Date Expected to be 3 June 2021, the Date for payment of the relevant Early
third New York Business Day or Consideration plus Accrued Interest with respect to
Euro Notes Business Day, as any Notes that were validly tendered prior to or at
applicable, after the Early Tender the Early Tender Deadline and were announced at
Deadline the Pricing and Early Acceptance Announcement
Time as being accepted for purchase.
Expiration Deadline 11:59 p.m., New York time, on 14 Deadline for receipt of valid Tender Instructions by
June 2021 the Tender and Information Agent in order for
Holders to be able to participate in the Offers and
receive the Late Consideration.
Final Results Expected to be 15 June 2021, the The time at which the Company will announce its
Announcement Date first New York Business Day after decision as to whether it accepts valid Tenders or
the Expiration Deadline, or as further valid Tenders for purchase on the Final
soon as reasonably practicable Settlement Date and, if so accepted, will announce:
thereafter, provided that the (i) the Final Acceptance Amount in respect of the
purchase of all Notes validly Final Settlement Date, (ii) the allocation of the
tendered prior to or at the Early Final Acceptance Amount in respect of the Final
Tender Deadline would not result Settlement Date between each Series (which will be
in an aggregate amount payable determined using the Acceptance Priority Levels),
(excluding, for this purpose, (iii) any Pro-Rating Factor in respect of the Notes
Accrued Interest) that would settled on the Final Settlement Date (if applicable),
equal or exceed the Offer Cap and (iv) the aggregate principal amount of Notes in
each Series that will remain outstanding after the
Final Settlement Date.
Final Settlement Date Expected to be 16 June 2021, the The date for payment of the Late Consideration
second New York Business Day plus Accrued Interest with respect to any Notes that
or Euro Notes Business Day, as were validly tendered after the Early Tender
applicable, after the Expiration Deadline but prior to or at the Expiration Deadline
Deadline, or as soon as and accepted for purchase, if applicable.
reasonably practicable thereafter
Subject to applicable securities laws and the terms set within the Tender Offer Memorandum, the Company reserves
the right, with respect to any or all of the Notes, (i) to waive or modify in whole or in part any and all conditions to
the Offers, (ii) to extend the Early Tender Deadline, the Expiration Deadline, Pricing Time, the Early Participation
Results Announcement Time, the Pricing and Early Acceptance Announcement Time, the Final Results
Announcement Date and/or any Settlement Date, (iii) to modify or terminate the Offers or (iv) to otherwise amend
the Offers in any respect, including the Offer Cap, the Acceptance Priority, any Early Consideration and/or any Late
Consideration.
FURTHER INFORMATION
D.F. King has been appointed by the Company as Tender and Information Agent for the purposes of the Offers.
BBVA Securities Inc., BNP Paribas, Citigroup Global Markets Limited and Morgan Stanley & Co. International plc
have been appointed as Dealer Managers for the purposes of the Offers.
Holders of Notes may access the Tender Offer Memorandum at https://sites.dfkingltd.com/angloamerican.
Requests for information in relation to the Offers should be directed to:
DEALER MANAGERS
BBVA Securities Inc. BNP Paribas
1345 Avenue of the Americas, 44th Floor 16, boulevard des Italiens
New York, NY 10105 75009 Paris
United States of America France
Attention: Liability Management Attention: Liability Management Group
Email: liabilitymanagement@bbva.com Email: liability.management@bnpparibas.com
In Europe: In Europe:
Telephone: +44 20 7397 6061 Telephone: +33 1 55 77 78 9
In the United States: In United States:
Toll Free: +1 800 422 8692 Toll-Free No.: +1 (888) 210-4358
Collect: +1 212 728 2446 Confirmation No.: +1 (212) 841-3059
Citigroup Global Markets Limited Morgan Stanley & Co. International plc
Citigroup Centre 25 Cabot Square
Canada Square Canary Wharf
Canary Wharf London E14 4QA
London E14 5LB United Kingdom
United Kingdom
Attention: Liability Management Group Attention: Liability Management Team, Global Capital
E-mail: liabilitymanagement.europe@citi.com Markets
In Europe: Email: liabilitymanagementeurope@morganstanley.com
Telephone: +44 20 7986 8969 In Europe:
In the United States: Telephone: +44 20 7677 5040
Toll Free: +1 800 558 3745 In the United States
Collect: +1 212 723 6106 Toll Free Number: +1-866-718-1649
Requests for information in relation to the procedures for tendering Notes in the Offers and the submission of
Tender Instructions or for copies of the Tender Offer Memorandum, or related documents should be directed
to:
THE TENDER AND INFORMATION AGENT
D.F. King
Offer Website: https://sites.dfkingltd.com/angloamerican
Email: angloamerican@dfkingltd.com
In New York In London
48 Wall Street, 22nd Floor 65 Gresham Street
New York, New York 10005 London EC2V 7NQ
United States of America United Kingdom
Tel: +1 212 269 5550 / Toll Free: (866) 356-7813 Tel: +44 20 7920 9700
By Facsimile: +1 (212) 709 3328
Attention: Michael Horthman
Confirmation: +1 (212) 232-3233
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, as it forms part of domestic law by
virtue of the European Union (Withdrawal) Act 2018 (UK MAR), encompassing information relating to the
Offers described above. For the purposes of UK MAR and the Implementing Technical Standards, this
announcement is made by Clare Davage (Company Secretary) at Anglo American Capital plc.
The Company has a primary listing on the Main Market of the London Stock Exchange and secondary listings on
the Johannesburg Stock Exchange, the Botswana Stock Exchange, the Namibia Stock Exchange and the SIX Swiss
Exchange.
Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)
NOTICE AND DISCLAIMER
Nothing in this announcement or the Tender Offer Memorandum constitutes an offer of securities in the United
States of America. The securities referred to above have not been and will not be registered under the U.S. Securities
Act of 1933 (the "Securities Act") or with any securities regulatory authority of any state or other jurisdiction of the
United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.
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 Offers purchase or exchange or offer to purchase or exchange remaining
outstanding Notes or issue an invitation to submit offers to sell Notes (including, without limitation, those tendered
pursuant to the 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 Offers.
This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the
Tender Offer Memorandum contain important information which must be read carefully before any decision is made
with respect to the Offers. If any holder of Notes is in any doubt as to the action it should take, 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. Any individual or company
whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate in the Offers. None of the Company, Anglo
American plc the Dealer Managers, the Tender and Information Agent and any person who controls, or is a director,
officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to
whether holders of Notes should participate in the Offers.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Offers in
any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or invitation
or for there to be such participation under applicable securities laws. 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, Anglo American plc,
the Dealer Managers and the Tender and Information Agent to inform themselves about and to observe any such
restrictions.
United Kingdom
The communication of this announcement, the Tender Offer Memorandum and any other documents or materials
relating to the Offers is 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, and are only for circulation to persons to whom they can lawfully be circulated
outside the United Kingdom or to persons within 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 within Article 43(2) of the Order, or within Article 49(2)(a) to (d) of the Order, or to
other persons to whom it may lawfully be communicated in accordance with the Order (such persons together being
the "Relevant Persons"). This announcement and the Tender Offer Memorandum are only available to Relevant
Persons and the transaction contemplated therein will be available only to, or engaged in only with, Relevant
Persons, and this financial promotion must not be relied or acted upon by persons other than Relevant Persons .
Italy
None of the Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating
to the 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 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 February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of
CONSOB Regulation No. 11971 of May 14, 1999, as amended.
Holders of each Series of Notes that are resident and/or located in Italy may tender their Notes 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. 20307 of February 15,
2018, as amended from time to time, and Legislative Decree No. 385 of September 1, 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 or the Offers.
France
The Offers are not being made, directly or indirectly, to the public in the Republic of France. Neither this
announcement, the Tender Offer Memorandum nor any other document or material relating to the Offers have only
been and shall only be distributed in France to qualified investors as defined in Article 2(e) of Regulation (EU)
2017/1129. Neither this announcement nor the Tender Offer Memorandum has been or will be submitted for
clearance to nor approved by the Autorité des Marchés Financiers.
General
Neither this announcement, the Tender Offer Memorandum nor any other materials relating to the Offers constitutes
an offer to buy or the solicitation of an offer to sell Notes (and Tenders will not be accepted from Holders) in any
circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws
require the Offers to be made by a licensed broker or dealer or similar and any of the Dealer Managers or any of the
Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Offers shall be
deemed to be made by such Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such
jurisdiction.
Each Holder wishing to submit a Tender will be deemed to give certain agreements, acknowledgments,
representations, warranties and undertakings in respect of the jurisdictions referred to above and generally as set out
in the Tender Offer Memorandum. Any Tenders from a Holder that is unable to make these agreements,
acknowledgements, representations, warranties and undertakings may be rejected. Each of the Company, Anglo
American plc, the Dealer Managers and the Tender and Information Agent reserves the right, in its absolute
discretion (and without prejudice to the relevant Holder's responsibility for the representations made by it), to
investigate, in relation to any Tender, whether any such agreement, acknowledgement, representation, warranty or
undertaking given by a Holder 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 Tender shall not be accepted. None of the
Company, Anglo American plc, the Dealer Managers and the Tender and Information Agent is under any obligation
to make such an investigation.
Date: 17-05-2021 12:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
Sharenet Sites 
