TIDMAAL TIDM38JO

RNS Number : 6526Q

Anglo American PLC

13 September 2017

Anglo American Capital plc announces results of Tender Offers for certain of its Securities

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.

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 "DISTRIBUTION RESTRICTIONS" BELOW)

September 13, 2017

Anglo American Capital plc([1]) (the "Company") invited holders of the securities listed below (the "Securities") to tender any and all of their Securities for purchase by the Company for cash (the "Tender Offers"), on the terms of, and subject to the conditions contained in the tender offer memorandum dated September 6, 2017 (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.

The Company hereby announces that it will accept for purchase validly tendered Securities pursuant to the Tender Offers with an aggregate nominal amount of U.S.$715,574,000 on the Settlement Date and that in respect of each Series (i) the aggregate nominal amount of Securities validly accepted (the "Acceptance Amount"); and (ii) the Purchase Price, Reference Yield and Purchase Spread, are as set out in the table below:

 
                                                                                                   Purchase 
                                                                                                     Price 
                                                                                                      (per 
                                                                                                   U.S.$1,000 
     Title of                               CUSIP          Acceptance     Reference   Purchase      nominal 
    Securities            ISINs            Numbers          Amount(1)        Yield     Spread       amount) 
------------------  -----------------  ---------------  ----------------  ----------  --------  --------------- 
                      US034863AN08        034863AN0     U.S.$497,480,000    1.461      80 bps    U.S.$1,035.05 
  U.S.$850,000,000   and USG0446NAH73   and G0446NAH7                      per cent. 
   3.625% Senior 
     Securities 
    due May 14, 
  2020 guaranteed 
      by Anglo 
      American 
      plc (the 
    "Securities 
   due May 2020") 
                      US034863AD26                      U.S.$218,094,000    1.461      85 bps    U.S.$1,062.31 
  U.S.$500,000,000   and USG03762CE22      034863AD2                       per cent. 
   4.450% Senior                         and G03762CE2 
     Securities 
   due September 
      27, 2020 
     guaranteed 
      by Anglo 
      American 
      plc (the 
    "Securities 
   due September 
       2020") 
 1. The Company has also received notices of guaranteed 
  delivery in connection with U.S.$490,000 in nominal 
  amount of the Securities due May 2020 and U.S.$500,000 
  in nominal amount of the Securities due September 
  2020 that remain subject to the guaranteed delivery 
  procedures, and such amounts are not reflected 
  in the table above. 
 
 

The Company will pay for the Securities in each Series accepted by it for purchase pursuant to the Tender Offers, an amount in U.S. dollars (the "Tender Consideration") equal to the sum of:

1. the product of (x) the relevant Purchase Price; and (y) the nominal amount of the relevant Securities accepted for purchase, divided by U.S.$1,000; and

   2.     the Accrued Interest Amount in respect of such Securities; 

rounded, if necessary, to the nearest U.S.$0.01, with half a cent being rounded upwards.

Securities purchased by the Company pursuant to the Tender Offers will be cancelled and will not be re-issued or re-sold.

The Settlement Date for the Tender Offers and payment of the Tender Consideration in respect of Securities validly tendered is expected to take place on September 15, 2017.

FURTHER INFORMATION

D.F. King & Co., Inc. has been appointed by the Company as Information and Tender Agent (the "Information and Tender Agent") for the purposes of the Tender Offers.

Barclays Capital Inc., BNP Paribas, Mizuho Securities USA LLC and RBC Capital Markets have been appointed as Joint Dealer Managers for the purposes of the Tender Offers.

 
                     Requests for information in relation to the Tender 
                   Offers should be directed to the Joint Dealer Managers: 
                                   JOINT DEALER MANAGERS 
 
            Barclays Capital Inc.                              BNP Paribas 
             745 Seventh Avenue                             10 Harewood Avenue 
                  5th Floor                                   London NW1 6AA 
             New York, NY 10019                               United Kingdom 
          United States of America 
 
           U.S. Toll Free: +1 (800)                        U.S. Tel: +1 (888) 210 
                    438 3242                                        4358 
          Collect: +1 (212) 528 7581                     Collect: +1 (212) 841 3059 
          In Europe: +44 (0) 20 3134                     In Europe: +44 (0) 20 7595 
                      8515                                          8668 
        Attention: Liability Management               Attention: Liability Management 
                     Group                                          Group 
   Email: liability.management@barclays.com      Email: liability.management@bnpparibas.com 
 
           Mizuho Securities USA LLC                      RBC Capital Markets, LLC 
                320 Park Avenue                               Brookfield Place 
              New York, NY 10022                        200 Vesey Street, 8th Floor 
           United States of America                          New York, NY 10281 
                                                          United States of America 
 
           U.S. Toll Free: +1 (866)                       U.S. Toll Free: +1 (877) 
                    271 7403                                      381 2099 
          Collect: +1 (212) 205 7736                     Collect: +1 (212) 618 7822 
          In Europe: +44 (0) 20 7090                     In Europe: +44 (0) 20 7029 
                      6442                                          7063 
        Attention: Liability Management               Attention: Liability Management 
                                                                    Group 
  Email: LiabilityManagement@us.mizuho-sc.com      Email: liability.management@rbccm.com 
 
                   Requests for information in relation to the procedures 
                        for tendering Securities in the Tender Offers and 
                         the submission of Electronic Offer Instructions 
                       or for copies of the Tender Offer Memorandum, form 
                       of guaranteed delivery (as described in the Tender 
                        Offer Memorandum) or related documents should be 
                                                   directed to: 
                              THE INFORMATION AND TENDER AGENT 
 
                                   D.F. King & Co., Inc. 
                                48 Wall Street, 22(nd) Floor 
                                          New York 
                                       New York 10005 
                                       United States 
 
                       Tel: +1 212 269 5550 / Toll Free: 877-783-5524 
                                By Facsimile: (212) 709 3328 
                                   Attention: Andrew Beck 
                              Confirmation: +1 (212) 269 5552 
                                  Email: anglo@dfking.com 
                           Website : www.dfking.com/angloamerican 
 
 

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.

NOTICE AND DISCLAIMER

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 Tender Offers purchase or exchange or offer to purchase or exchange remaining outstanding Securities or issue an invitation to submit offers to sell Securities (including, without limitation, those tendered pursuant to the Tender 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 Tender Offers.

This announcement must be read in conjunction with the Tender Offer Memorandum. If any holder of Securities is in any doubt as to the content of this announcement or the Tender Offer Memorandum, 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.

DISTRIBUTION RESTRICTIONS

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, the Joint Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.

   [1]               (LEI TINT358G1SSHR3L3PW36) 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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September 13, 2017 07:45 ET (11:45 GMT)

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