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

Release Date: 16/09/2020 14:30:00      Code(s): AGL       PDF(s):  
Anglo American Capital plc announces results and pricing of Tender Offers for certain of its Notes

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

Anglo American Capital plc announces results and pricing of 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
"DISTRIBUTION RESTRICTIONS" BELOW)

16 September 2020.

Anglo American Capital plci (the “Company”) today announces the final results and pricing of its invitations
to holders of its outstanding EUR750,000,000,000 (currently outstanding EUR377,819,000) 2.500 per cent.
Guaranteed Notes due 29 April 2021 (ISIN: XS0923361827) and its outstanding EUR750,000,000 (currently
outstanding EUR750,000,000) 3.500 per cent. Guaranteed Notes due 28 March 2022 (ISIN:
XS0764637194), in each case guaranteed by Anglo American plcii (together, the “Notes”) to tender their
Notes for purchase by the Company for cash (the “Tender Offers”) for an aggregate consideration of up to
the Capped Spend Amount (as defined below), subject to the satisfaction or waiver of the New Issue
Condition (as defined in the Tender Offer Memorandum) and upon the terms and subject to the other
conditions set out in the tender offer memorandum dated 8 September 2020 (the “Tender Offer
Memorandum”) prepared by the Company. The Tender Offers expired at 16:00 hours (London time) on 15
September 2020. Capitalised terms used but not defined in this announcement have the meanings given to
them in the Tender Offer Memorandum.

The Company hereby announces it will accept for purchase (subject to the satisfaction or waiver of the New
Issue Condition) all validly tendered Notes pursuant to the Tender Offers in full on the basis of the Series
Acceptance Amounts for each series of Notes set out below, which also includes the relevant Purchase Price
and Accrued Interest Amount:

EUR750,000,000 2.500 per cent. Guaranteed Notes due 29 April 2021 (the “Notes due 2021”)
(i) The Purchase Price is 101.716 per cent; (ii) the Series Acceptance Amount is EUR 137,013,000; (iii) the
Accrued Interest Amount is EUR 9.73 per EUR 1,000; and (iv) the aggregate nominal amount outstanding
after the Settlement Date is EUR 240,806,000.

EUR750,000,000 3.500 per cent. Notes due 28 March 2022 (the “Notes due 2022”)
(i) The Purchase Price is 105.812 per cent.; (ii) the Series Acceptance Amount is EUR 316,659,000; (iii) the
Accrued Interest Amount is EUR 16.68 per EUR 1,000; and (iv) the aggregate nominal amount outstanding
after the Settlement Date is EUR 433,341,000.
Settlement

Subject to the satisfaction or waiver of the New Issue Condition, settlement of the Tender Offers and
payment of the Tender Consideration in respect of Notes accepted for purchase is expected to take place on
18 September 2020.
                                                   
Notes that have not been tendered or accepted for purchase pursuant to the Tender Offers will remain
outstanding.

Banco Santander, S.A., BNP Paribas, Morgan Stanley & Co. International 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.

                                       JOINT DEALER MANAGERS

               Banco Santander, S.A.                                           BNP Paribas
                  2 Triton Square                                       16, boulevard des Italiens
                   Regent’s Place                                              75009 Paris
                 London NW1 3AN                                                  France
                  United Kingdom

                Tel: +44 20 7756 6909/                                   Tel: +33 1 55 77 78 94
                   +44 20 7756 6227
            Attention: Liability Management                    Attention: Liability Management Group
    Email: tommaso.grospietro@santandercib.co.uk/            Email: liability.management@bnpparibas.com
           adam.crocker@santandercib.co.uk

       Morgan Stanley & Co International plc                              UniCredit Bank AG
                 25 Cabot Square                                           Arabellastrasse 12
                  Canary Wharf                                                 D-81925
                     London                                                    Munich
                    E14 4QA                                                    Germany
                 United Kingdom

                  Tel: +44 20 7677 5040                                Tel: + 49 89 378 18825
         Attention: Liability Management Group                     Attention: Liability Management
 Email: liabilitymanagementeurope@morganstanley.com                Email: corporate.lm@unicredit.de



                                           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
                                    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
U.S. Tender Offer, the New Issuer and 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 Matthew Looseley
(Group Company Secretary) at Anglo American Capital plc.

DISCLAIMER
Subject to applicable law, the Company or any of its affiliates may at any time following completion of the
Tender Offers purchase remaining outstanding Notes by tender, in the open market, by private agreement or
otherwise on such terms and at such prices as the Company, or if applicable, its affiliates may determine.                                                   
Such terms, consideration and prices may be more or less favourable than those offered pursuant to the
Tender Offers.

This announcement must be read in conjunction with the Tender Offer Memorandum. 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.

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 or an invitation to
participate in the Tender Offers.


i      (LEI TINT358G1SSHR3L3PW36)       
ii     (LEI 549300S9XF92D1X8ME43)
        

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)                                          

Date: 16-09-2020 02:30:00
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