Anglo American Capital plc announces indicative results of Tender Offers for certain of its Notes
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF THE MARKET ABUSE REGULATION (EU) 596/2014.
NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS) OR IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT (SEE "DISTRIBUTION RESTRICTIONS" BELOW)
21 September 2017.
Anglo American Capital plc[1] (the "Company") today announces the indicative results of its invitations to holders of
such of its outstanding notes as are listed below (together, the "Notes") to tender to the Company for purchase by the Company for cash (the "Tender Offers") (i) any and all of the Any and All Notes listed below and (ii) the Capped Notes listed below for an aggregate consideration of up to the Capped Spend Amount, in each case upon the terms and subject to the conditions set out in the tender offer memorandum dated 13 September 2017 (the "Tender Offer Memorandum") prepared by the Company. The Tender Offers expired at 16:00 hours (London time) on 20 September 2017. Capitalised terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.
Following expiration of the Tender Offer Period, the Company hereby announces that, in the event it decides to accept valid tenders of Notes pursuant to the Tender Offers, it intends to accept all Notes pursuant to the Tender Offers on the basis of (i) the indicative Any and All Notes Acceptance Amount; and (ii) the indicative non-binding Series Acceptance Amounts for each series of Capped Notes, each as set out in the table below:
Notes |
ISIN |
Outstanding Nominal Amount |
Indicative Series Acceptance Amounts |
Indicative Pro-Rating Factor |
Any and All Notes |
|
|
|
|
€600,000,000 1.500 per cent. Notes due 1 April 2020
(the "Notes due April 2020") |
XS1211292484 |
€600,000,000 |
€394,631,000 |
N.A. |
Capped Notes |
|
|
|
|
€750,000,000 2.500 per cent. Notes due 18 September 2018 (the "Notes due September 2018") |
XS0830380639 |
€248,780,000 |
€88,948,000 |
N.A. |
€750,000,000 2.750 per cent. Notes due 7 June 2019
(the "Notes due June 2019") |
XS0789283792 |
€574,004,000 |
€216,508,000 |
N.A. |
€600,000,000 2.875 per cent. Notes due 20 November 2020 (the "Notes due November 2020") |
XS0995040051 |
€600,000,000 |
€245,723,000 |
N.A. |
Pricing and Results
Pricing will take place on or around 13:00 hours (London time) (the "Pricing Time") today. As soon as reasonably practicable after the Pricing Time, the Company will announce (i) whether the Company will accept valid Offers to Sell pursuant to the Tender Offers; (ii) in respect of the Notes accepted for purchase, the relevant Purchase Price; (iii) in respect of the Fixed Spread Notes accepted for purchase, the relevant Reference Rate and the relevant Purchase Yield; and (iv) the relevant Series Acceptance Amounts, any Pro-Rating Factor (if applicable) (in respect of the Capped Notes only) and Accrued Interest Amounts.
Settlement of the Tender Offers and payment of the Tender Consideration in respect of any Notes accepted for purchase is expected to take place on 25 September 2017.
Notes that are not tendered and accepted for purchase pursuant to the Tender Offers will remain outstanding.
Commerzbank Aktiengesellschaft, Crédit Agricole Corporate and Investment Bank, MUFG Securities EMEA plc and UniCredit Bank AG are acting as Joint Dealer Managers for the Tender Offers and Lucid Issuer Services Limited is acting as Tender Agent.
Questions and requests for information in relation to the Tender Offers may be directed to the Joint Dealer Managers.
JOINT DEALER MANAGERS |
|
|
Commerzbank Aktiengesellschaft |
Crédit Agricole Corporate and Investment Bank |
Mainzer Landstrasse 151-153 |
12, Place des Etats-Unis |
DLZ-Geb. 1, CC-APM DCM Bonds |
CS 70052 |
60327 Frankfurt am Main |
92547 Montrouge Cedex |
Federal Republic of Germany |
France |
|
|
Tel: +49 69 136 59920 |
Tel: +44 207 214 5733 |
Attention: Liability Management |
Attention: Liability Management |
Email: [email protected] |
Email: [email protected] |
|
|
MUFG Securities EMEA plc |
UniCredit Bank AG |
Ropemaker Place 25 Ropemaker Street London EC2Y 9AJ United Kingdom |
Arabellastrasse 12 D-81925 Munich Germany |
|
|
Tel: +44 207 577 4048/+44 207 577 4218 Attention: Liability Management Group Email: [email protected] |
Tel: +49 89 378 13722 Attention: Liability Management Email: [email protected] |
|
|
THE TENDER AGENT |
|
Lucid Issuer Services Limited |
Tankerton Works |
12 Argyle Walk |
London WC1H 8HA |
United Kingdom |
|
Tel: +44 20 7704 0880 |
Attention: Thomas Choquet / David Shilson |
Email: [email protected] |
|
|
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 Offers described above. For the purposes of MAR and Article 2 of Commission Implementing Regulation (EU) 2016/1055, this announcement is made by John Mills (Group Company Secretary) at Anglo American Capital plc.
DISCLAIMER
Subject to applicable law, the Company or any of its affiliates may at any time following completion of the Tender Offers purchase remaining outstanding Notes by tender, in the open market, by private agreement or otherwise on such terms and at such prices as the Company, or if applicable, its affiliates may determine. Such terms, consideration and prices may be more or less favourable than those offered pursuant to the Tender Offers.
This announcement must be read in conjunction with the Tender Offer Memorandum. If any Noteholder is in any doubt as to the content of this announcement or the Tender Offer Memorandum or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser.
DISTRIBUTION RESTRICTIONS
The distribution of this announcement and/or the Tender Offer Memorandum in certain jurisdictions may be restricted by law. Persons into whose possession this announcement and/or the Tender Offer Memorandum comes are required by each of the Company, the Joint Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Memorandum constitutes an offer to buy or the solicitation of an offer to sell Notes or an invitation to participate in the Tender Offers.
