TIDMAAL TIDM33VY
RNS Number : 8433Y
Anglo American PLC
17 May 2021
Anglo American plc ("the Company")
Registered office: 17 Charterhouse Street, London EC1N 6RA
Registered number: 3564138 (incorporated in England and
Wales)
LEI: 549300S9XF92D1X8ME43
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 PLC [1] LAUNCHES CASH TER 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 plc[2] (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) EUR600,000,000 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 Hypothetical Bloomberg Offer Cap
amount Date Par Priority Tender Spread Security Early
outstanding Call Level Payment or Reference Consideration Reference
Date (1)(2) (1) Interpolated (2)(3) Page
Rate
April Rule 144A: US$750,000,000 5.375% 1 April 1 1 US$30 30 0.750% US$1,156.20 FIT1 The total amount
2025 US034863AV24 2025 March per bps US Treasury per US$1,000 paid in respect
US / 034863 AV2 2025 US$1,000 due 30 of Notes
Dollar Reg S: April purchased shall
Notes USG0446NAQ72 2026 not, when
/ G0446N AQ7 (US91282CBW01) converted, if
applicable,
into US dollars
at the FX Rate,
exceed
US$1,000,000,000,
all as further
described in the
Tender
Offer
Memorandum(4)
------------- -------------- ------ --------- ----- ---------- -------- ------ -------------- ------------- --------- -----------------
Rule 144A:
May US034863AP55
2025 / 034863 AP5
US Reg S: US$30
Dollar USG0446NAJ30 14 May per 35 US$1,143.13
Notes / G0446N AJ3 US$650,000,000 4.875% 2025 N/A 2 US$1,000 bps per US$1,000 FIT1
------------- -------------- ------ --------- ----- ---------- -------- ------ -------------- ------------- --------- -----------------
18 EUR30 Interpolated
Euro September per 30 Euro Mid-Swap EUR1,069.49
Notes XS1686846061 EUR600,000,000 1.625% 2025 N/A 3 EUR1,000 bps Rate per EUR1,000 ICAE1
------------- -------------- ------ --------- ----- ---------- -------- ------ -------------- ------------- --------- -----------------
(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 EUR1,000 (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 EUR0.005 (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 EUR1,000 (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 EUR0.005 (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 EUR1,000, 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 May Deadline for receipt of valid Tender
2021 Instructions by 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 May Except in certain limited
2021 circumstances where the 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 Results Prior to the Pricing Time on the The time at which the Company will
Announcement Time Pricing Date announce: (i) the amount of Notes of
each Series validly
tendered 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 York The time at which the Reference
time on 1 June 2021, the first New Yield, Early Consideration and Late
York Business Day after Consideration for each
the Early Tender Deadline Series and the FX Rate will be
determined.
-------------------------------------- --------------------------------------
Pricing and Early Acceptance As soon as practicable after the The time at which the Company will
Announcement Time Pricing Time announce 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.
-------------------------------------- --------------------------------------
Early Settlement Date Expected to be 3 June 2021, the third Date for payment of the relevant
New York Business Day or Euro Notes Early Consideration plus Accrued
Business Day, as Interest with respect to
applicable, after the Early Tender any Notes that were validly tendered
Deadline prior to or at the Early Tender
Deadline and were announced
at the Pricing and Early Acceptance
Announcement Time as being accepted
for purchase.
-------------------------------------- --------------------------------------
Expiration Deadline 11:59 p.m., New York time, on 14 June Deadline for receipt of valid Tender
2021 Instructions by the Tender and
Information Agent in order
for Holders to be able to participate
in the Offers and receive the Late
Consideration.
-------------------------------------- --------------------------------------
Final Results Announcement Date Expected to be 15 June 2021, the The time at which the Company will
first New York Business Day after the announce its decision as to whether
Expiration Deadline, it accepts valid Tenders
or as soon as reasonably practicable or further valid Tenders for purchase
thereafter, provided that the on the Final Settlement Date and, if
purchase of all Notes validly so accepted, will
tendered prior to or at the Early announce: (i) the Final Acceptance
Tender Deadline would not result in Amount in respect of the Final
an aggregate amount Settlement Date, (ii) the
payable (excluding, for this purpose, allocation of the Final Acceptance
Accrued Interest) that would equal or Amount in respect of the Final
exceed the Offer Settlement Date between
Cap 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.
-------------------------------------- --------------------------------------
Final Settlement Date Expected to be 16 June 2021, the The date for payment of the Late
second New York Business Day or Euro Consideration plus Accrued Interest
Notes Business Day, with respect to any Notes
as applicable, after the Expiration that were validly tendered after the
Deadline, or as soon as reasonably Early Tender Deadline but prior to or
practicable thereafter at the Expiration
Deadline and accepted for purchase,
if applicable.
-------------------------------------- --------------------------------------
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,
E-mail: Global Capital Markets
liabilitymanagement.europe@citi.com Email:
In Europe: liabilitymanagementeurope@morganstanley.co
Telephone: +44 20 7986 8969 m
In the United States: In Europe:
Toll Free: +1 800 558 3745 Telephone: +44 20 7677 5040
Collect: +1 212 723 6106 In the United States
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 TER 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, 22(nd) 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: Tel: +44 20 7920 9700
(866) 356-7813
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.
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-Ã -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.
[1] (LEI TINT358G1SSHR3L3PW36)
[2] (LEI 549300S9XF92D1X8ME43)
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END
TENKDLBFFELXBBF
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May 17, 2021 06:00 ET (10:00 GMT)
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