Anglo American Capital plc[1] Announces Results Of Cash Tender Offer For A Series Of Its U.S. Dollar 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)
LONDON, Sept. 15, 2020 - Anglo American Capital plc (the "Company") invited holders of its U.S.$600,000,000 4.125% Senior Securities due September 27, 2022 (CUSIP: 034863AG5) (CUSIP: G03762CH5) (ISIN: US034863AG56) (ISIN: USG03762CH52) guaranteed by Anglo American Plc[2] (the "Securities") to tender any and all of their Securities for purchase by the Company for cash (the "Tender Offer"), on the terms of, and subject to the conditions contained in the tender offer memorandum dated September 8, 2020 (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.
The Company hereby announces that (subject to the satisfaction or waiver of the New Issue Condition on or before the Settlement Date) it will accept for purchase all validly tendered Securities pursuant to the Tender Offer and that (i) the aggregate nominal amount of Securities validly accepted (the "Acceptance Amount") is U.S.$240,306,000, the Company has not received any notices of guaranteed delivery, (ii) the Reference Yield is 0.133 per cent., (iii) the Purchase Spread is 70 bps, (iv) the Purchase Yield is 0.833 per cent. and (v) the Purchase Price (per U.S.$1,000 nominal amount) is U.S.$1,066.06.
The Company will pay for the Securities accepted by it for purchase pursuant to the Tender Offer, an amount in U.S. dollars (the "Tender Consideration") equal to the sum of:
- the product of (x) the Purchase Price; and (y) the nominal amount of the Securities accepted for purchase, divided by U.S.$1,000, rounded to the nearest U.S.$0.01, with U.S.$0.005 being rounded upwards; and
- the Accrued Interest Amount in respect of such Securities, rounded to the nearest U.S.$0.01, with U.S.$0.005 being rounded upwards.
Securities purchased by the Company pursuant to the Tender Offer will be cancelled and will not be re-issued or re-sold.
The Settlement Date for the Tender Offer and payment of the Tender Consideration in respect of Securities validly tendered is expected to take place on September 17, 2020.
FURTHER INFORMATION
D.F. King has been appointed by the Company as Information and Tender Agent for the purposes of the Tender Offer.
BNP Paribas, Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc. and Santander Investment Securities Inc. have been appointed as Dealer Managers for the purposes of the Tender Offer.
Requests for information in relation to the Tender Offer should be directed to:
| DEALER MANAGERS | |
| BNP Paribas | Goldman Sachs & Co. LLC |
| 16, boulevard des Italiens | 200 West Street |
| 75009 Paris | New York, NY 10282 |
| France | United States |
| Attention: Liability Management Group | Attention: Liability Management Group |
| In the United States: | In the United States: |
| Toll Free: + 1 888 210 4358 | Collect: +1 212 357-0215 |
| In Europe: | Toll Free: +1 800 828-3182 |
| Telephone: +33 1 55 77 78 94 | In Europe: |
| E-mail: liability.management@bnpparibas.com | Telephone: +44 20 7774 9862 |
| E-mail: liabilitymanagement.eu@gs.com | |
| HSBC Securities (USA) Inc. | Santander Investment Securities Inc. |
| 452 Fifth Avenue | 45 East 53rd Street |
| New York, NY, 10018 | New York, NY 10022 |
| United States of America | United States |
| Attention: Liability Management | Attention: Liability Management |
| Telephone (U.S. Collect): +1 212 525 5552 | Telephone (U.S. Collect): +1 (212) 940-1442 |
| Telephone (U.S. Toll-Free): +1 888 HSBC 4LM | Telephone (U.S. Toll-Free): +1 (855) 404-3636 |
| In Europe: | In Europe: |
| Telephone: +44 20 7992 6237 | Telephone: +44 (0) 7418 709 688 |
| Email: liability.management@hsbcib.com | |
| Requests for information in relation to the procedures for tendering Securities in the Tender Offer and the submission of Electronic Offer Instructions or for copies of the Tender Offer Memorandum, form of guaranteed delivery (as described in the Tender Offer Memorandum) or related documents should be directed to: | |
| THE INFORMATION AND TENDER AGENT | |
| D.F. King & Co., Inc. | |
| Offer Website: https://sites.dfkingltd.com/angloamerican | |
| Email: angloamerican@dfkingltd.com | |
| In New York | In London |
| 48 Wall Street, 22nd Floor | 65 Gresham Street |
| New York, New York 10005 | London EC2V 7NQ |
| United States of America | United Kingdom |
| Tel: +1 212 269 5550 / Toll Free: (877) 864-5051 | Tel: +44 20 7920 9700 |
| By Facsimile: +1 (212) 709 3328 | |
| Attention: Andrew Beck | |
| Confirmation: +1 (212) 269 5552 | |
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 Offer 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.
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 Offer 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 Offer but not accepted for purchase) through open market purchases, privately negotiated transactions, Tender Offer, exchange offers or otherwise, in each case on terms that may be more or less favorable than those contemplated by the Tender Offer.
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 Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.
1. (LEI TINT358G1SSHR3L3PW36)
2. (LEI 549300S9XF92D1X8ME43)
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SOURCE Anglo American Capital plc
