Anglo American Capital plc announces Final Results of Tender Offers for certain of its Securities

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)

Mar 17, 2016, 10:31 ET from Anglo American Capital plc

NEW YORK, March 17, 2016 /PRNewswire/ -- Anglo American Capital plc (the "Company") invited holders of such of its outstanding securities as are listed below (together, the "Securities") to tender some or all of their Securities to the Company for purchase by the Company for cash (the "Tender Offers"), for an aggregate consideration of up to U.S.$300,000,000, upon the terms and subject to the conditions set out in the tender offer memorandum dated February 18, 2016 (the "Tender Offer Memorandum") prepared by the Company.

Capitalized terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

The Company hereby announces that it will accept for purchase all Securities validly tendered under the relevant Offers without pro-ration and that:

(i)  the aggregate nominal amount of each Series of Securities validly accepted for purchase (the "Acceptance Amount"); and

(ii) the Accrued Interest payable,

are as follows:

Title of Securities

ISINs

CUSIP
Numbers

Purchase
Price1

Early Tender
Premium

Total Purchase
Price

Acceptance
Amount

Accrued
Interest1

 

U.S.$600,000,000 2.625% Senior Securities due
April 3, 2017 guaranteed by Anglo American
plc (the "Securities due April 2017")

US034863AE09 and
USG03762CF96

034863AE0 and
G03762CF9

U.S.$943.50
per U.S.$1,000

U.S.$30.00
per U.S.$1,000

U.S.$973.50
per U.S.$1,000

U.S.$
147,761,000

U.S.$
12.250000









U.S.$750,000,000 2.625% Senior Securities due September 27, 2017 guaranteed by Anglo American
plc (the "Securities due September 2017")

US034863AF73 and
USG03762CG79

034863AF7 and
G03762CG7

U.S.$909.00
per U.S.$1,000

U.S.$30.00
per U.S.$1,000

U.S.$939.00
per U.S.$1,000

U.S.$
114,860,000

U.S.$
12.687500


1Accrued Interest per U.S.$1,000 in nominal amount of the relevant Securities purchased. Accrued Interest represents interest accrued and unpaid on the relevant Securities from (and including) the immediately preceding interest payment date for such Securities to (but excluding) the Settlement Date.

 

No Securities had been validly tendered for purchase after 5:00 p.m. (New York City time) on March 2, 2016 (the "Early Tender Deadline"). Accordingly, 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 Total Purchase Price and (y) the nominal amount of the relevant Securities, divided by U.S.$1,000; and
  2. the Accrued Interest Amount in respect of such Securities, 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.

Settlement of the Tender Offers and payment of the Tender Consideration in respect of Securities accepted for purchase is expected to take place on March 21, 2016.

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.

BNP Paribas has been appointed as the Global Coordinator and Commerzbank AG and Crédit Agricole Securities (USA) Inc. together with BNP Paribas 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:


GLOBAL COORDINATOR


BNP Paribas

10 Harewood Avenue

London NW1 6AA

United Kingdom


JOINT DEALER MANAGERS



BNP Paribas

Commerzbank AG

10 Harewood Avenue

Mainzer Landstrasse 151-153

London NW1 6AA

60327 Frankfurt am Main

United Kingdom

Germany



U.S. Toll Free: (888) 210 4358


Collect: +1 (212) 841 3059

U.S. Tel: +1 800 233 9164

In Europe: +44 20 7595 8668

In Europe: +49 69 136 59920

Attention: Liability Management Group

Attention: Liability Management

Email: liability.management@bnpparibas.com

Email: liability.management@commerzbank.com



Credit Agricole Securities (USA) Inc.

1301 Avenue of the Americas, 17th Floor

New York

New York 10019


Collect: +1 (212) 261 7802

U.S. Toll-free: (866) 807 6030

Email: liability.management@ca-cib.com

Attention: Debt Capital Markets


Requests for information in relation to the Tender Offers 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: 1800 330 5897

By Facsimile: (212) 709 3328

Attention: Krystal Scrudato

Confirmation: (212) 493 6940

Email: anglo@king-worldwide.com


 

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.

This announcement does not constitute an offer to buy or the solicitation of an offer to sell Securities.

1 Accrued Interest per €1,000 or £1,000, as applicable, in nominal amount of the relevant Securities purchased. Accrued Interest represents interest accrued and unpaid on the relevant Securities from (and including) the immediately preceding interest payment date for such Securities to (but excluding) the Settlement Date.

SOURCE Anglo American Capital plc