Wrap Text
Early Participation Results of the Tender Offers
Anglo American plc
Registered office: 17 Charterhouse Street, London EC1N 6RA
Registered number: 3564138 (incorporated in England and Wales)
Legal Entity Identifier: 549300S9XF92D1X8ME43
ISIN: GBOOB1XZS820
JSE Share Code: AGL
NSX Share Code: ANM
(the "Company")
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
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7
OF THE MARKET ABUSE REGULATION (EU) 596/2014, AS IT FORMS PART OF DOMESTIC LAW BY
VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018
ANGLO AMERICAN CAPITAL PLC1 ANNOUNCES EARLY PARTICIPATION RESULTS OF ITS
CAPPED TENDER OFFERS FOR CERTAIN U.S. DOLLAR AND EURO DENOMINATED NOTES DUE
2027 TO 2029
March 12, 2025
Anglo American Capital plc (the "Company") announces the early participation results of its previously announced
offers to purchase for cash the outstanding notes guaranteed by Anglo American plc2 (the "Parent Company") of the
series described in the table below (the "Notes") upon the terms of, and subject to the conditions as set out in, the
offer to purchase dated February 26, 2025 (the "Offer to Purchase"). Each offer to purchase each series of Notes is
referred to herein as an "Offer" and the offers to purchase the Notes as the "Offers." Capitalised terms not otherwise
defined in this announcement have the same meaning as assigned to them in the Offer to Purchase.
Early Participation Results of the Tender Offers
The following table sets forth the aggregate principal amounts of Notes validly tendered and not validly withdrawn
in the Offers at or prior to 5:00 p.m., New York City time, on March 11, 2025 (the "Early Tender Time"), as reported
by the Information and Tender Agent:
Title of Notes ISIN / CUSIP Principal Amount Acceptance Priority Aggregate Principal
Outstanding Level Amount Tendered
Pool 1 Notes — Offers subject to the Pool 1 Maximum Tender Amount(1)
$650,000,000 4.000% Senior Notes (the Rule 144A: US034863AT77 / $650,000,000 1 $393,976,000
"September 2027 Dollar Notes") 034863AT7
Reg S: USG0446NAN42 /
G0446NAN4
$700,000,000 4.750% Senior Notes (the "April Rule 144A: US034863AR12 $700,000,000 2 $442,582,000
2027 Dollar Notes") / 034863AR1
Reg S: USG0446NAL85 /
G0446NAL8
Pool 2 Notes — Offers subject to the Pool 2 Maximum Tender Amount(1)
$500,000,000 2.250% Senior Rule 144A: US034863AZ38 / $500,000,000 1 $379,900,000
Notes (the "2.250% March 2028 Dollar Notes") 034863AZ3
Reg S: USG0446NAU84 /
G0446NAU8
1 (LEI TINT358G1SSHR3L3PW36)
2 (LEI 549300S9XF92D1X8ME43)
Title of Notes ISIN / CUSIP Principal Amount Acceptance Priority Aggregate Principal
Outstanding Level Amount Tendered
€500,000,000 4.500% Guaranteed Notes (the XS2598746290 €500,000,000 2 €260,809,000
"September 2028 Euro Notes")
$650,000,000 4.500% Senior Rule 144A: US034863AU41 $650,000,000 3 $195,330,000
Notes (the "4.500% March 2028 Dollar Notes") / 034863AU4
Reg S: USG0446NAP99 /
G0446N AP9
€500,000,000 3.750% Guaranteed Notes (the XS2779881601 €500,000,000 4 €282,619,000
"June 2029 Euro Notes")
Notes:
(1) The Pool Maximum Tender Amounts represent the maximum aggregate principal amount that may be purchased among the relevant
series of Notes within the relevant Pool.
Consideration for the Notes
Holders that validly tendered and did not validly withdraw their Notes at or prior to the Early Tender Time and whose
Notes are accepted for purchase will receive the Total Consideration, together with an amount equal to the Accrued
Interest thereon. When calculated in this manner, the Total Consideration already includes the Early Tender
Premium. The Total Consideration for each series of Notes accepted for purchase will be determined at 10:00 a.m.,
New York City time, on March 12, 2025 in accordance with standard market practices and as described in the Offer
to Purchase.
In addition to the Total Consideration and Late Tender Offer Consideration, as applicable, Holders whose Notes are
accepted for purchase will be paid the Accrued Interest thereon. The purchase price for the Dollar Notes and the Euro
Notes will be paid in U.S. Dollars and Euro, respectively.
The Company will announce, amongst other things, the amount of each series of Notes validly tendered at or prior
to the Early Tender Time and accepted for purchase on the Early Settlement Date, any proration factor in respect of
the Notes settled on the Early Settlement Date, the Total Consideration and Late Tender Offer Consideration for each
series of Notes as soon as reasonably practicable after the Price Determination Date.
In respect of accepted Notes that were delivered at or prior to the Early Tender Time, the Company expects the Early
Settlement Date to occur on March 14, 2025, the third business day after the Early Tender Time.
Increases to Pool Maximum Tender Amounts; Acceptance Priority Levels and Proration
It is currently the Company's intention to increase the Pool 1 Maximum Tender Amount to an amount that would be
equivalent to an aggregate Total Consideration (excluding Accrued Interest) payable in respect of Pool 1 Notes of
approximately $500,000,000 and (ii) to increase the Pool 2 Maximum Tender Amount to an amount that would be
equivalent to an aggregate Total Consideration (excluding Accrued Interest) payable in respect of Pool 2 Notes of
approximately $500,000,000.
The amount of Notes that will be purchased in the relevant Offer will be based on the applicable Acceptance Priority
Level set forth in the table above and each Pool is subject to the relevant pool Maximum Tender Amount. Purchases
of the Notes in respect of all Pools may be prorated. As a result, all Notes within a Pool validly tendered and not
validly withdrawn at or prior to the Early Tender Time having a higher Acceptance Priority Level (with 1 being
higher) will be accepted before any tendered Notes within such Pool having a lower Acceptance Priority Level (with
2 being lower). To determine whether the relevant Pool Maximum Tender Amount has been reached, the Company
will convert the aggregate principal amount of the Euro Notes validly tendered into U.S. Dollars at the FX Rate,
which will be determined on the Price Determination Date.
The Company will determine that amount of each series of Notes that will be accepted following the Price
Determination Time, which is the point at which the FX Rate and each Total Consideration will be determined.
Questions regarding procedures for tendering Notes may be directed to the Information and Tender Agent at +1 (212)
269 5550 or (800) 578-5378 (toll free) or +44 20 7920 9700 or by email to angloamerican@dfkingltd.com, Attention:
Michael Horthman. Questions regarding the Offers may be directed to BMO Capital Markets Corp. at +1 (833) 418-
0762 (toll free) or +1 (212) 702-1840 or +44 20 7665 8746 (Europe) or by email to liabilitymanagement@bmo.com,
to Crédit Agricole Corporate and Investment Bank at +44 2072145553 (Europe), +1 (866) 807-6030 (toll free) or +1
(212) 261-7802 or by email to Liability.Management.Global@ca-cib.com, to Merrill Lynch International at +44 207
996 5420 (Europe) or +1 (888) 292-0070 (toll free) or +1 (980) 387-3907 or by email to DG.LM-EMEA@bofa.com,
to RBC Capital Markets, LLC at (877) 381 2099 (toll free) or (212) 618 7843 or by email to
liability.management@rbccm.com and to RBC Europe Limited at +44 20 7029 7420 or by email to
liability.management@rbccm.com. This announcement is for informational purposes only and does not constitute an
offer to buy, or a solicitation of an offer to sell, any security. No offer, solicitation, or sale will be made in any
jurisdiction in which such an offer, solicitation, or sale would be unlawful. The Offers are only being made pursuant
to the Offer to Purchase. Holders of the Notes are urged to carefully read the Offer to Purchase before making any
decision with respect to the Offers.
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, as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 (UK MAR), encompassing information relating to the Offers
described above. For the purposes of UK MAR and the Implementing Technical Standards, this
announcement is made by Clare Davage (Company Secretary) at Anglo American Capital plc.
Offer and Distribution Restrictions
Italy
None of the Offers, this announcement, the Offer to Purchase or any other documents or materials relating to the
Offers has 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. Each Offer is being carried out in the Republic of Italy
("Italy") as an exempt 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. Holders or beneficial owners of the Notes that are located in Italy can tender
Notes for purchase in the Offers through authorized persons (such as investment firms, banks or financial
intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB
Regulation No. 20307 of February 15, 2018, as amended from time to time, and Legislative Decree No. 385 of
September 1, 1993, as amended) and in compliance with any other applicable laws and regulations and with any
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 Notes and/or the Offers.
United Kingdom
The communication of this announcement and the Offer to Purchase and any other documents or materials relating
to the Offers is 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 ("FSMA 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 is exempt from the restriction on financial
promotions under section 21(1) of the FSMA on the basis that it is only directed at and may only be communicated
to: (1) those persons who are existing members or creditors of the Company or other persons falling within Article
43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005; or (2) any other persons to
whom such documents and/or materials may lawfully be communicated in accordance with the Financial Promotion
Order (all such persons together referred to as "relevant persons"). This announcement, the Offer to Purchase and
any other documents or materials relating to the Offers are only available to relevant persons. Any person who is not
a relevant person should not act or rely on this announcement or any of its contents.
France
The Offers are not being made, directly or indirectly to the public in the Republic of France ("France"). Neither this
announcement, the Offer to Purchase or any other document or material relating to the Offers has been or shall be
distributed in France other than to qualified investors as defined in Article 2(e) of the Regulation (EU) 2017/1129
(the "Prospectus Regulation"). None of this announcement, the Offer to Purchase or any other document or materials
relating to the Offers have been or will be submitted for clearance to nor approved by the Autorité des Marchés
Financiers.
Belgium
The Offers are not being made, and will not be made or advertised, directly or indirectly, to any individual in Belgium
qualifying as a consumer within the meaning of Article I.1, 2o of the Belgian Code of Economic Law, as amended
from time to time (a "Belgian Consumer") and this announcement, the Offer to Purchase or any other documents or
materials relating to the Offers have not been and shall not be distributed, directly or indirectly, in Belgium to Belgian
Consumers.
General
This announcement does not constitute an offer to buy or the solicitation of an offer to sell Notes (and tenders of
Notes in the Offers will not be accepted from Holders) in any circumstances in which such offer or solicitation or
acceptance is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Offers to be
made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers' affiliates is such a
licensed broker or dealer in any such jurisdiction, the Offers shall be deemed to be made by such Dealer Manager or
such Dealer Manager's affiliate, as the case may be, on behalf of the Company in such jurisdiction.
Each tendering Holder participating in the Offers will be deemed to give certain agreements, acknowledgments,
representations, warranties and undertakings in respect of the jurisdictions referred to above and generally as set out
in the section of the Offer to Purchase titled "The Terms of the Offers—Procedures for Tendering Notes" in the Offer
to Purchase. Any tender of Notes for purchase pursuant to the Offers from a Holder that is unable to make these
agreements, acknowledgments, representations, warranties and undertakings will not be accepted. Each of the
Company, the Parent Company, the Dealer Managers and the Information and Tender Agent reserves the right, in its
sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Offers,
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 tender shall not be accepted.
None of the Company, the Parent Company, the Dealer Managers and the Information and Tender Agent is under any
obligation to make such investigation.
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: 12-03-2025 02:00:00
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