Anglo American PLC Results of Tender Offer (2037Z)

TIDMAAL TIDM33VY

RNS Number : 2037Z

Anglo American PLC

16 September 2020

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

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 plc(i) (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 plc(ii) (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: [phone]/                             Tel: [phone] 
                   [phone] 
           Attention: Liability Management                   Attention: Liability Management 
                                                                           Group 
    Email: [e-mail]/       Email: [e-mail] 
           [e-mail] 
 
          Morgan Stanley & Co International                         UniCredit Bank AG 
                         plc                                        Arabellastrasse 12 
                   25 Cabot Square                                        D-81925 
                     Canary Wharf                                         Munich 
                        London                                            Germany 
                       E14 4QA 
                    United Kingdom 
 
                Tel: [phone]                             Tel: + 49 89 378 18825 
           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: Thomas Choquet 
           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 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) 

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September 16, 2020 08:30 ET (12:30 GMT)