Result of Tender Offer
Source: RNS
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
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)
September 15, 2020
ANGLO AMERICAN CAPITAL PLC1 ANNOUNCES RESULTS OF CASH TENDER OFFER FOR A SERIES OF ITS U.S. DOLLAR SECURITIES
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 and G03762CH5) (ISIN: US034863AG56 and USG03762CH52) guaranteed by Anglo American plc2 (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:
1. 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
2. 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
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BNP Paribas 16, boulevard des Italiens 75009 Paris France
Attention: Liability Management Group In the United States: Toll Free: + 1 888 210 4358 In Europe: Telephone: +33 1 55 77 78 94 E-mail: liability.management@bnpparibas.com |
Goldman Sachs & Co. LLC 200 West Street New York, NY 10282 United States
Attention: Liability Management Group In the United States: Collect: +1 212 357-0215 Toll Free: +1 800 828-3182 In Europe: Telephone: +44 20 7774 9862 E-mail: liabilitymanagement.eu@gs.com
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HSBC Securities (USA) Inc. 452 Fifth Avenue New York, NY, 10018 United States of America
Attention: Liability Management Telephone (U.S. Collect): +1 212 525 5552 Telephone (U.S. Toll-Free): +1 888 HSBC 4LM In Europe: Telephone: +44 20 7992 6237 Email: liability.management@hsbcib.com |
Santander Investment Securities Inc. 45 East 53rd Street New York, NY 10022 United States
Attention: Liability Management Telephone (U.S. Collect): +1 (212) 940-1442 Telephone (U.S. Toll-Free): +1 (855) 404-3636 In Europe: Telephone: +44 (0) 7418 709 688 |
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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: |
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THE INFORMATION AND TENDER AGENT |
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D.F. King & Co., Inc. |
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Offer Website: https://sites.dfkingltd.com/angloamerican Email: angloamerican@dfkingltd.com |
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In New York
48 Wall Street, 22nd Floor New York, New York 10005 United States of America
Tel: +1 212 269 5550 / Toll Free: (877) 864-5051 By Facsimile: +1 (212) 709 3328 Attention: Andrew Beck Confirmation: +1 (212) 269 5552 |
In London
65 Gresham Street London EC2V 7NQ United Kingdom
Tel: +44 20 7920 9700
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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.
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1 (LEI TINT358G1SSHR3L3PW36)
2 (LEI 549300S9XF92D1X8ME43)
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