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ANGLO AMERICAN PLC - Anglo American Capital plc announces results of cash tender offer for a series of its U.S. dollar securities

Release Date: 15/09/2020 12:20
Code(s): AGL     PDF:  
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Anglo American Capital plc  announces results of cash tender offer for a series of its U.S. dollar securities

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
ISIN: GBOOB1XZS820
JSE Share Code: AGL
NSX Share Code: ANM

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

1 (LEI TINT358G1SSHR3L3PW36)
2 (LEI 549300S9XF92D1X8ME43)

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.

The Company has a primary listing on the Main Market of the London Stock Exchange and secondary
listings on the Johannesburg Stock Exchange, the Botswana Stock Exchange, the Namibia Stock
Exchange and the SIX Swiss Exchange.

Sponsor
RAND MERCHANT BANK (A division of FirstRand Bank Limited)



Date: 15-09-2020 12:20:00
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