ANGLO AMERICAN PLC - Anglo American Capital plc announces results of Tender Offers for certain of its Securities

2017-09-13 13:45:00

AGL 201709130027A
Anglo American Capital plc announces results of Tender Offers for certain of its Securities

Anglo American plc
Registered office: 20 Carlton House Terrace, London SW1Y 5AN
Registered number: 3564138 (incorporated in England and Wales)
Legal Entity Identifier: 549300S9XF92D1X8ME43
ISIN: GBOOB1XZS820
JSE Share Code: AGL
NSX Share Code: ANM

Anglo American Capital plc announces 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 plc1 (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               
                                                        CUSIP              Acceptance             Reference          Purchase   (per U.S.$1,000              
Title of Securities                    ISINs            Numbers            Amount(1)              Yield              Spread     nominal amount)

U.S.$850,000,000 3.625% Senior         US034863AN08
Securities due May 14, 2020            and              034863AN0 and      U.S.$497,480,000       1.461 per cent.    80 bps     U.S.$1,035.05                                                                           
guaranteed by Anglo American plc       USG0446NAH73     G0446NAH7
(the “Securities due May 2020”)

U.S.$500,000,000 4.450% Senior
Securities due September 27, 2020      US034863AD26
guaranteed by Anglo American plc       and              034863AD2 and      U.S.$218,094,000       1.461 per cent.    85 bps     U.S.$1,062.31
(the “Securities due September 2020”)  USG03762CE22     G03762CE2

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;

1 (LEI TINT358G1SSHR3L3PW36)

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) 438 3242                                U.S. Tel: +1 (888) 210 4358
                Collect: +1 (212) 528 7581                                   Collect: +1 (212) 841 3059
           In Europe: +44 (0) 20 3134 8515                               In Europe: +44 (0) 20 7595 8668
        Attention: Liability Management Group                        Attention: Liability Management 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) 271 7403                              U.S. Toll Free: +1 (877) 381 2099
               Collect: +1 (212) 205 7736                                    Collect: +1 (212) 618 7822
            In Europe: +44 (0) 20 7090 6442                               In Europe: +44 (0) 20 7029 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, 22nd 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.

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)

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