Anglo American PLC Indicative Results of Tender Offer (7683H)

TIDMAAL TIDM38JO

RNS Number : 7683H

Anglo American PLC

15 March 2018

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)

15 March 2018.

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") for an aggregate consideration of up to the Total Funds Available, in each case upon the terms and subject to the conditions set out in the tender offer memorandum dated 7 March 2018 (the "Tender Offer Memorandum") prepared by the Company. The Tender Offers expired at 16:00 hours (London time) on 14 March 2018. 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 the indicative non-binding Series Acceptance Amounts for each series of Notes, each as set out in the table below:

 
          Notes                ISIN          Outstanding Nominal        Indicative Series       Indicative Pro-Rating 
                                                   Amount              Acceptance Amounts              Factor 
------------------------  --------------  ------------------------  ------------------------  ------------------------ 
  EUR750,000,000 2.750 
  per cent. Notes due 7 
        June 2019 
   (the "Notes due June 
          2019")           XS0789283792        EUR357,496,000             EUR78,075,000                 N.A. 
------------------------  --------------  ------------------------  ------------------------  ------------------------ 
  EUR600,000,000 1.500 
  per cent. Notes due 1 
        April 2020 
  (the "Notes due April 
          2020")           XS1211292484        EUR205,369,000             EUR66,769,000                 N.A. 
------------------------  --------------  ------------------------  ------------------------  ------------------------ 
  EUR600,000,000 2.875 
  per cent. Notes due 20 
    November 2020 (the 
   "Notes due November 
          2020")           XS0995040051        EUR354,277,000             EUR73,742,000                 N.A. 
------------------------  --------------  ------------------------  ------------------------  ------------------------ 
  EUR750,000,000 2.500 
  per cent. Notes due 29 
  April 2021 (the "Notes 
     due April 2021")      XS0923361827        EUR750,000,000            EUR372,181,000                 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) 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 19 March 2018.

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

Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., HSBC Bank plc and SMBC Nikko Capital Markets Limited 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 
 
  Banco Bilbao Vizcaya Argentaria,                Banco Santander, S.A. 
                 S.A. 
      44(th) Floor, One Canada                   Ciudad Grupo Santander 
                Square                               Edificio Encinar 
           London E14 5AA                        Avenida de Cantabaria, 
                                                  s/n 28660 Boadilla del 
                                                          Monte 
           United Kingdom                                Madrid 
                                                          Spain 
 
        Tel: [phone]                    Tel: [phone]/ 
                                                     [phone] 
   Attention: Liability Management           Attention: Liability Management 
 Email: [e-mail]   Email: [e-mail]/ 
                                               [e-mail] 
 
            HSBC Bank plc                      SMBC Nikko Capital Markets 
                                                         Limited 
           8 Canada Square                           One New Change 
            London E14 5HQ                           London EC4M 9AF 
            United Kingdom                            United Kingdom 
 
        Tel: [phone]                     Tel: [phone] 
   Attention: Liability Management           Attention: Liability Management 
                Group 
       Email: [e-mail]             Email: [e-mail] 
 
 
 
                THE TENDER AGENT 
 
        Lucid Issuer Services Limited 
               Tankerton Works 
                12 Argyle Walk 
               London WC1H 8HA 
                United Kingdom 
 
            Tel: [phone] 
 Attention: David Shilson / Alexander Yangaev 
      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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March 15, 2018 05:00 ET (09:00 GMT)