Anglo American Capital plc Launches Cash Tender Offers For Certain U.S. Dollar Securities For An Aggregate Consideration Of Up To U.S.$300,000,000

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 "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

Feb 18, 2016, 09:05 ET from Anglo American Capital plc

NEW YORK, Feb. 18, 2016 /PRNewswire/ -- Anglo American Capital plc (the "Company") has today invited holders of the securities listed below (the "Securities") to tender some or all of their Securities for purchase by the Company for cash (the "Tender Offers") for an aggregate consideration of up to the Total Funds Available (as defined below), on the terms of, and subject to the conditions contained in, a tender offer memorandum dated February 18, 2016 (the "Tender Offer Memorandum"). Capitalized terms not otherwise defined in this announcement have the same meaning as assigned to them in the Tender Offer Memorandum.

Holders are advised to read carefully the Tender Offer Memorandum for full details of, and information on the procedures for participating in, the Tender Offers.

Title of Securities

ISINs

CUSIP
Numbers

Outstanding
Nominal Amount

Purchase
Price1

Early Tender
Premium

Total Purchase
Price1

Total Funds Available2

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.$600,000,000


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

 

 

Subject as set out in the
Tender Offer
Memorandum, a
maximum aggregate
amount up to
US$300,000,000 is
available for purchase of
the Securities pursuant to
the Tender Offers.

 

 

 

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.$750,000,000


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









1 In addition to the Purchase Price or the Total Purchase Price, as the case may be, the Company will also pay accrued and unpaid interest on each of the Securities purchased pursuant to the relevant Tender Offer up to, but not including, the Settlement Date.

2 Excluding for payment of Accrued Interest.

 

Rationale for the Tender Offers

Concurrently with the Tender Offers, the Company is inviting holders of certain of its Euro and Sterling denominated debt securities with the aggregate nominal amount outstanding of approximately U.S.$4,077,800,000 to sell such securities to the Company (the "Non-U.S. Offers"). That invitation is not open to any holder of such securities that is a U.S. resident and/or a U.S. person (as defined in Regulation S of the United States Securities Act of 1933). Holders that are U.S. residents and/or U.S. persons that hold any such securities may not offer to sell them pursuant to such invitation, and such invitation is not the subject of the Tender Offer Memorandum referred to above. Holders may not tender any securities in these Tender Offers other than the Securities specified in the table above.

The Tender Offers, together with the Non-U.S. Offers, are being made by the Company as part of the Company's ongoing pro-active capital management and are aimed at efficiently using its strong liquidity position  to reduce gross debt and smooth the Company's debt maturity profile while improving cash flows by reducing interest expense.

Total Funds Available

The Company proposes to accept valid tenders of Securities for purchase pursuant to the Tender Offers for cash such that the aggregate amount payable by the Company (excluding Accrued Interest in respect of the Securities that are purchased) (the "Total Amount Payable") does not exceed U.S.$300,000,000 (the "Total Funds Available").

However, the Company reserves the right, in its sole discretion and for any reason (but subject to applicable law), to increase or decrease the Total Funds Available and/or to accept Offers to Sell in respect of the Securities such that the Total Amount Payable by the Company is less or more than the Total Funds Available (or not to accept any Securities) for purchase pursuant to the Tender Offers.

The Company will determine, in its sole and absolute discretion, the aggregate nominal amount of Securities that it accepts for purchase such that the Total Amount Payable by the Company for purchase of such Securities might be more or less than the Total Funds Available, subject to applicable law.

Tender Consideration

Holders of Securities validly tendered (i) at or prior to 5:00 p.m. (New York City time) on March 2, 2016 (the "Early Tender Deadline") and accepted for purchase (subject to pro-ration) pursuant to the Tender Offers, will receive the relevant Total Purchase Price, which includes the relevant Early Tender Premium; and (ii) after the Early Tender Deadline and at or prior to 11:59 p.m. (New York City time) on March 16, 2016 (the "Expiration Time") and accepted for purchase (subject to pro-ration) pursuant to the Tender Offers, will only receive the relevant Purchase Price equal to the relevant Total Purchase Price less the relevant Early Tender Premium.

Subject to the right of the Company to extend, terminate, withdraw or amend the terms and conditions of either or both Tender Offers, the Company will pay, for the Securities of 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) if the relevant Securities are validly tendered for purchase at or prior to the Early Tender Deadline, the relevant Total Purchase Price; or if the relevant Securities are validly tendered for purchase after the Early Tender Deadline and at or prior to the Expiration Time, the relevant 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. Securities which have not been successfully submitted and accepted for purchase pursuant to the Tender Offers will remain outstanding after the Settlement Date.

Accrued Interest

The Accrued Interest Amount will be calculated on the basis of the current and prevailing interest rate.

The Company will calculate the Accrued Interest Amount and its calculation will be final and binding, absent manifest error.

Pro-Rating

If the Company accepts any Securities for purchase pursuant to the Offers to Sell and the aggregate nominal amount of the Securities validly tendered in the Tender Offers exceeds the Acceptance Amount, the Company intends to accept such Securities on a pro-rata basis such that the aggregate nominal amount of the Securities accepted for purchase pursuant to the Offers to Sell is equal to the Acceptance Amount.

If pro-ration of tendered Securities is required, a single Pro-Rating Factor will be applied across both the Series and the Company will determine the final Pro-Rating Factor as soon as practicable after the Expiration Deadline and will announce the Pro-Rating Factor by a press release.

Tender Offers Period and Results

The Tender Offers commenced today, February 18, 2016 and will end at the Expiration Time, unless extended, re-opened, and/or terminated as provided in the Tender Offer Memorandum.

The relevant deadline set by any intermediary for the submission of Electronic Offer Instructions will be earlier than this deadline.

The results of the Tender Offers are expected to be announced on March 17, 2016. The acceptance of Securities for purchase is conditional on the satisfaction of the conditions of the Tender Offers as provided in the Tender Offer Memorandum. Settlement of the Tender Consideration is expected to take place on March 21, 2016.

In order to receive the Tender Consideration, holders of Securities must validly tender (and not validly withdraw) their Securities by the Expiration Time, by delivering, or arranging to have delivered on their behalf, a valid Electronic Offer Instruction that is received by the Information and Tender Agent by the Expiration Time. However, in order to be eligible to receive the applicable Early Tender Premium, the Holders must validly tender (and not validly withdraw) their Securities at or prior to the Early Tender Deadline. Holders who validly tender their Securities after the Early Tender Deadline will not be eligible to receive the Early Tender Premium.

The Securities are denominated, and accordingly can only be tendered by Holders, in the Minimum Denomination and in excess integral multiples of U.S.$1,000 thereafter. Offers to Sell which relate to a nominal amount of Securities of either Series of less than the Minimum Denomination will be rejected.

See the Tender Offer Memorandum for further details on submitting an Electronic Offer Instruction.

Once the Company has announced the results of the Tender Offers in accordance with applicable law, the Company's acceptance of Electronic Offer Instructions in accordance with the terms of the Tender Offers will be irrevocable. Electronic Offer Instructions which are so accepted will constitute binding obligations of the submitting Holders and the Company to settle the Tender Offers.

Announcements in connection with the Tender Offers will be made by the issue of a press release through a Notifying News Service, by the delivery of notices to DTC for communication to Direct Participants and via the Regulatory News Service of the London Stock Exchange. Copies of all announcements, press releases and notices can also be obtained from the Information and Tender Agent, the contact details for which are set out below.

INDICATIVE TIMETABLE

The following table sets out the expected dates and times of the key events relating to the Tender Offers. This is an indicative timetable and is subject to change.

Events/Dates

Times and Dates



Commencement of the Tender Offers

February 18, 2016



Tender Offers announced via DTC, a Notifying News Service and the Regulatory News Service of the London Stock Exchange disclosing the basic terms of the offer.

 

Beginning of Tender Offer Period. Tender Offer Memorandum available from the Information and Tender Agent.




Early Tender Deadline

5:00 p.m. (New York City time) on March 2, 2016



Deadline for receipt of all Electronic Offer Instructions in order for Holders to be eligible to receive the relevant Total Purchase Price and any Accrued Interest on the Settlement Date.

 

This is also the deadline for Holders who have tendered Securities in the Tender Offers to be able to validly withdraw the Securities.

 

Tendering Holders should note that Electronic Offer Instructions and withdrawal instructions must be submitted in accordance with the deadlines of any Intermediary, which will be before the Early Tender Deadline.




Announcement of Early Participation Results

March 3, 2016



Announcement of the aggregate nominal amount of the Securities tendered at or prior to the Early Tender Deadline.




Expiration Time

11:59 p.m. (New York City time) on March 16, 2016



Deadline for receipt of Electronic Offer Instructions in order for Holders to be able to participate in the Tender Offers and be eligible to receive the relevant Purchase Price and any Accrued Interest on the Settlement Date and end of Tender Offer Period.

 

Tendering Holders should note that Electronic Offer Instructions and withdrawal instructions must be submitted in accordance with the deadlines of any Intermediary, which will be before the Expiration Time.




Announcement of Final Offer Results

March 17, 2016



Announcement of (i) whether the Company will accept valid Offers to Sell pursuant to the Tender Offers and, if so, the aggregate nominal amount of Securities of each Series that it accepts for purchase; (ii) the Accrued Interest Amounts; and (iii) any Pro-Rating Factor (if applicable).




Settlement Date

Expected to take place on March 21, 2016



Settlement of the Tender Offers and payment of the Tender Consideration in respect of Securities accepted for purchase.


 

Subject to applicable securities laws and the terms set within the Tender Offer Memorandum, the Company reserves the right, with respect to any or all of the Securities, (i) to waive or modify in whole or in part any and all conditions to the Tender Offers, (ii) to extend the Early Tender Deadline, the Expiration Time and/or the Settlement Date, (iii) to modify or terminate the Tender Offers or (iv) to otherwise amend the Tender Offers in any respect.

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 procedures for tendering Securities in the Tender Offers and the submission of Electronic Offer Instructions or for copies of the Tender Offer Memorandum or related documents 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. This announcement and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Tender Offers. If any holder of Securities is in any doubt as to the action it should take, 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. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offers. None of the Company, the Joint Dealer Managers, the Information and Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Securities should participate in the Tender Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Tender Offers in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable securities laws. 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.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offers are not being made by, and such documents and/or materials have not been approved by, an authorised person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or to persons falling within Article 43(2) of the Order, or to other persons to whom it may otherwise lawfully be made in accordance with the Order.

Italy

None of the Tender Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offers have been or will be submitted to the clearance procedures of the Commissione Nazionale per le Società e la Borsa ("CONSOB") pursuant to Italian laws and regulations. The Tender Offers are being carried out in the Republic of Italy ("Italy") as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of May 14, 1999, as amended.

Any holder or beneficial owner of Securities may tender their Securities for purchase in the Tender Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority. Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Securities or the Tender Offer Memorandum.

France

The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Tender Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, in each case acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offers. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

General

The Tender Offers do not constitute an offer to buy or the solicitation of an offer to sell Securities (and Offers to Sell will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Tender Offers to be made by a licensed broker or dealer or similar and any of the Joint Dealer Managers or any of the Joint Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to be made by such Joint Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Each Holder participating in the Tender Offers will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of Securities for purchase pursuant to an Offer to Sell pursuant to the Tender Offers from a Holder that is unable to make these representations may be rejected. Each of the Company, the Joint Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Holder's responsibility for the representations made by it), to investigate, in relation to any tender of Securities for purchase pursuant to a Tender Offer, whether any such representation given by a Holder is correct and, if such investigation is undertaken and as a result the Company determines (for any reason) that such representation is not correct, such Offer to Sell may be rejected.

SOURCE Anglo American Capital plc