Anglo American PLC Indicative Results of Tender Offer (3999R)

TIDMAAL TIDM38JO

RNS Number : 3999R

Anglo American PLC

21 September 2017

Anglo American Capital plc announces indicative results 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)

21 September 2017.

Anglo American Capital plc([1]) (the "Company") today announces the indicative results of 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. The Tender Offers expired at 16:00 hours (London time) on 20 September 2017. Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

Following expiration of the Tender Offer Period, the Company hereby announces that, in the event it decides to accept valid tenders of Notes pursuant to the Tender Offers, it intends to accept all Notes pursuant to the Tender Offers on the basis of (i) the indicative Any and All Notes Acceptance Amount; and (ii) the indicative non-binding Series Acceptance Amounts for each series of Capped Notes, each as set out in the table below:

 
          Notes                ISIN          Outstanding Nominal        Indicative Series       Indicative Pro-Rating 
                                                   Amount              Acceptance Amounts              Factor 
------------------------  --------------  ------------------------  ------------------------  ------------------------ 
 Any and All Notes 
------------------------  --------------  ------------------------  ------------------------  ------------------------ 
  EUR600,000,000 1.500 
  per cent. Notes due 1 
        April 2020 
  (the "Notes due April 
          2020")           XS1211292484        EUR600,000,000            EUR394,631,000                 N.A. 
------------------------  --------------  ------------------------  ------------------------  ------------------------ 
 Capped Notes 
------------------------  --------------  ------------------------  ------------------------  ------------------------ 
  EUR750,000,000 2.500 
  per cent. Notes due 18 
      September 2018 
     (the "Notes due 
     September 2018")      XS0830380639        EUR248,780,000             EUR88,948,000                 N.A. 
------------------------  --------------  ------------------------  ------------------------  ------------------------ 
  EUR750,000,000 2.750 
  per cent. Notes due 7 
        June 2019 
   (the "Notes due June 
          2019")           XS0789283792        EUR574,004,000            EUR216,508,000                 N.A. 
------------------------  --------------  ------------------------  ------------------------  ------------------------ 
  EUR600,000,000 2.875 
  per cent. Notes due 20 
    November 2020 (the 
   "Notes due November 
          2020")           XS0995040051        EUR600,000,000            EUR245,723,000                 N.A. 
------------------------  --------------  ------------------------  ------------------------  ------------------------ 
 

Pricing and Results

Pricing will take place on or around 13:00 hours (London time) (the "Pricing Time") today. As soon as reasonably practicable after the Pricing Time, the Company will announce (i) whether the Company will accept valid Offers to Sell pursuant to the Tender 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.

Settlement of the Tender Offers and payment of the Tender Consideration in respect of any Notes accepted for purchase is expected to take place on 25 September 2017.

Notes that are not tendered and accepted for purchase pursuant to the Tender Offers will remain outstanding.

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: [phone]                      Tel: [phone] 
       Attention: Liability Management            Attention: Liability Management 
 Email: [e-mail]   Email: [e-mail] 
 
          MUFG Securities EMEA plc                       UniCredit Bank AG 
               Ropemaker Place                           Arabellastrasse 12 
             25 Ropemaker Street                           D-81925 Munich 
               London EC2Y 9AJ                                 Germany 
                United Kingdom 
 
          Tel: [phone]/+44                    Tel: [phone] 
                 207 577 4218                      Attention: Liability Management 
       Attention: Liability Management            Email: [e-mail] 
                    Group 
         Email: [e-mail] 
 
 
 
 
              THE TENDER AGENT 
 
       Lucid Issuer Services Limited 
              Tankerton Works 
              12 Argyle Walk 
              London WC1H 8HA 
              United Kingdom 
 
           Tel: [phone] 
 Attention: Thomas Choquet / David Shilson 
     Email: [e-mail] 
 
 
 

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

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.

   [1]               (LEI TINT358G1SSHR3L3PW36) 

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September 21, 2017 04:00 ET (08:00 GMT)