TIDMAAL TIDM38JO
RNS Number : 6048Q
Anglo American PLC
13 September 2017
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)
13 September 2017. Anglo American Capital plc[1] (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") (i) any and all of the Any and All Notes listed
below and (ii) the Capped Notes listed below for an aggregate
consideration of up to the Capped Spend Amount, in each case upon
the terms and subject to the conditions set out in the tender offer
memorandum dated 13 September 2017 (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
Nominal Amount Yield to the Tender
Offers and
Funds
Available
---------------- ------------- --------------- --------------- ---------------- ---------------- ---------------
Any and All
Notes
---------------- ------------- --------------- --------------- ---------------- ---------------- ---------------
EUR600,000,000 XS1211292484 EUR600,000,000 April 2020 N/A 15 bps Any and All
1.500 per cent. Interpolated
Notes due 1 Mid-Swap Rate
April 2020
(the "Notes due
April 2020")
---------------- ------------- --------------- --------------- ---------------- ---------------- ---------------
Capped Notes
---------------- ------------- --------------- --------------- ---------------- ---------------- ---------------
EUR750,000,000 XS0830380639 EUR248,780,000 N/A -0.15 per N/A
2.500 per cent. cent.2
Notes due 18
September 2018
(the "Notes due
September
2018")
---------------- ------------- --------------- --------------- ---------------- ---------------- ---------------
EUR750,000,000 XS0789283792 EUR574,004,000 N/A -0.10 per N/A
2.750 per cent. cent.(2)
Notes due 7
June 2019
(the "Notes due
June 2019")
---------------- ------------- --------------- --------------- ---------------- ----------------
EUR600,000,000 XS0995040051 EUR600,000,000 November 2020 N/A 20 bps Subject as set
2.875 per cent. Interpolated out in the
Notes due 20 Mid-Swap Rate Tender Offer
November 2020 Memorandum, a
(the "Notes due cash amount up
November 2020") to the Euro
Equivalent
of
US$750,000,000
is available
for purchase
of the Capped
Notes pursuant
to the
relevant
Tender
Offers.1
---------------- ------------- --------------- --------------- ---------------- ---------------- ---------------
[1] Including for payment of Derivative Costs, but excluding for
payment of Accrued Interest.
2 For information purposes only, the Purchase Prices in respect
of the Notes due September 2018 and the Notes due June 2019 will,
when determined in the manner described herein on the basis of a
Settlement Date of 25 September 2017, be 102.603 per cent., and
104.848 per cent., respectively. Should the Settlement Date in
respect of any Notes due September 2018 and/or the Notes due June
2019 accepted for purchase pursuant to the relevant Offers to Sell
differ from 25 September 2017, 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 and are aimed at extending
the Company's debt maturity profile.
Details of the Tender Offers
Offers to Sell (as defined in the Tender Offer Memorandum)
relating to the Notes due April 2020 (the "Any and All Notes") will
be accepted in priority to Offers to Sell relating to the Notes due
September 2018, the Notes due June 2019 and the Notes due November
2020 (the "Capped Notes").
If the Company accepts any validly tendered Any and All Notes
for purchase then all Any and All Notes validly tendered will be
accepted for purchase in full without pro-rating (the aggregate
nominal amount of such Any and All Notes accepted for purchase
pursuant to the relevant Tender Offer being the "Any and All Notes
Acceptance Amount").
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 has indicated that in
respect of the Capped Notes it is considering accepting for
purchase pursuant to the relevant Tender Offers for cash an
aggregate nominal amount of Capped Notes such that the aggregate
amount payable by the Company for all Capped Notes accepted for
purchase pursuant to the relevant Tender Offers, (including
Derivative Costs, but excluding Accrued Interest, in respect of the
Notes that are purchased) is a cash amount of not greater than the
Euro Equivalent of US$750,000,000 (although the Company reserves
the right, in its sole discretion, to allocate a significantly
lower or significantly higher amount for the purchase of such
Capped Notes) (the final cash amount the Company, in its sole
discretion, decides to apply to the Tender Offers in respect of the
Capped Notes being, the "Capped Spend Amount").
The Company reserves the right to determine the allocation of
the Capped Spend Amount between one or more Series of Capped Notes
for the purposes of determining the nominal amount of Notes due
September 2018 to be accepted for purchase (if any) (the "Notes due
September 2018 Acceptance Amount"), the nominal amount of the Notes
due June 2019 to be accepted for purchase (if any) (the "Notes due
June 2019 Acceptance Amount") and the nominal amount of the Notes
due November 2020 to be accepted for purchase (if any) (the "Notes
due November 2020 Acceptance Amount" and, together with the Any and
All Notes Acceptance Amount, the Notes due September 2018
Acceptance Amount and the Notes due June 2019 Acceptance Amount,
the "Series Acceptance Amounts" and each a "Series Acceptance
Amount") in its sole discretion, and reserves the right to accept
significantly more or less (or none) of the Capped Notes of any
Series as compared to the other Series of Capped Notes, 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.
The Company proposes to accept for purchase an aggregate nominal
amount of Capped Notes such that the total amount payable by the
Company for all Capped Notes accepted for purchase pursuant to the
relevant Tender Offers (including Derivative Costs, but excluding
Accrued Interest, payable in respect of such Capped Notes) is a
cash amount of no greater than the Capped Spend Amount. 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
Capped Notes 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 20 September 2017.
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 EUR100,000 and
permitted integral multiples of EUR1,000 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 13 September 2017
Period. Tender Offer Memorandum available
from the Tender Agent.
Expiration Time
Deadline for receipt of Electronic Offer Instructions and 16:00 hours (London time) on 20 September 2017
end of Tender Offer Period.
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 At or around 09:00 hours (London time) on 21 September
of (i) the Any and All Notes Acceptance 2017
Amount; (ii) the level at which it expects to set the
Capped Spend Amount and Series Acceptance
Amounts for each series of Capped Notes; and (iii) any
indicative Pro-Rating Factor(s) (if
applicable) (in respect of Capped Notes only), 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 At or around 13:00 hours (London time) on 21 September
the Fixed Spread Notes accepted for 2017
purchase, determination of the relevant Reference Rate
and the relevant Purchase Yield; determination
of each applicable FX Rate.
Announcement of Final Offer Results and Pricing
Announcement of (i) whether the Company will accept valid As soon as reasonably practicable after the Pricing Time
Offers to Sell pursuant to the Tender on the Pricing Date
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 Reference Rate and
the relevant Purchase Yield; and (iv) the relevant Series
Acceptance Amounts, any Pro-Rating
Factor (if applicable) (in respect of the Capped Notes
only) and Accrued Interest Amounts;
and (v) the Capped Spend Amount.
Settlement Date
Settlement of the Tender Offers and payment of the Tender Expected to take place on 25 September 2017
Consideration in respect of Notes
accepted for purchase.
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 on the last page of the Tender
Offer Memorandum. 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.
Commerzbank Aktiengesellschaft, Crédit Agricole Corporate and
Investment Bank, MUFG Securities EMEA plc and UniCredit Bank AG 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
Commerzbank Aktiengesellschaft Crédit Agricole Corporate
and Investment Bank
Mainzer Landstrasse 151-153 12, Place des Etats-Unis
DLZ-Geb. 1, CC-APM DCM CS 70052
Bonds
60327 Frankfurt am Main 92547 Montrouge Cedex
Federal Republic of Germany France
Tel: +49 69 136 59920 Tel: +44 207 214 5733
Attention: Liability Management Attention: Liability Management
Email: liability.management@commerzbank.com Email: liability.management@ca-cib.com
MUFG Securities EMEA plc UniCredit Bank AG
Ropemaker Place Arabellastrasse 12
25 Ropemaker Street D-81925 Munich
London EC2Y 9AJ Germany
United Kingdom
Tel: +44 207 577 4048/+44 Tel: +49 89 378 13722
207 577 4218 Attention: Liability Management
Attention: Liability Management Email: corporate.lm@unicredit.de
Group
Email: DCM-LM@int.sc.mufg.jp
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: Thomas Choquet / David Shilson
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.
[1] (LEI TINT358G1SSHR3L3PW36)
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENLJMRTMBBBMFR
(END) Dow Jones Newswires
September 13, 2017 03:18 ET (07:18 GMT)
Anglo American (LSE:AAL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Anglo American (LSE:AAL)
Historical Stock Chart
From Apr 2023 to Apr 2024