26th Sep 2007 09:20
Anglo American Capital plc26 September 2007 26 September 2007 ANGLO AMERICAN CAPITAL PLC ANNOUNCES A CONSENT SOLICITATION IN RELATION TO ITSOUTSTANDING EMTN ISSUES Anglo American Capital plc today provided notices of meetings (the "Notices ofMeetings") to holders of its existing EMTN issues listed below, each of which isguaranteed by Anglo American plc ("Anglo American"): Note Maturity ISIN €1bn 3.625% Jun-2008 XS0169443784£300m 5.125% Dec-2010 XS0177703732JPY2bn 1.1375% Sept-2009 XS0201000287JPY5bn 0.71625% Jan-2009 XS0210784764CZK1.12bn FRNs Jan-2010 XS0210959747JPY 2bn 0.65125% Feb-2009 XS0212304058JPY 5bn 0.680% Feb-2009 XS0212527278JPY1bn 0.94375% Mar-2010 XS0214315243 The notices were provided for the purpose of considering a formal waiver ofcertain terms and conditions of the Notes. On 4 August 2006, Anglo American released its unaudited consolidated financialstatements for the six months ended 30 June 2006 and announced its continuedexamination of options to effect an orderly exit of its investment in AngloGoldAshanti Limited ("AngloGold Ashanti"). The announcement (and the announcementsof 3 August 2007 mentioned below) is available on Anglo American's website at: www.angloamerican.co.uk. On 3 August 2007, Anglo American released its unaudited consolidated financialstatements for the six months ended 30 June 2007 and released the followingstatement in relation to AngloGold Ashanti: "Options continue to be examined to effect an orderly exit of the Group's 41.6%stake in AngloGold Ashanti." In the announcement released on 3 August 2007 referred to above, Anglo Americanalso announced the development of plans to sell the Tarmac Group comprisingsubstantially all of the "Industrial Minerals" business of the Group. Anextract from the announcement is set out below: "...we have decided that Tarmac is not core to the future development of AngloAmerican as a focused mining company and a sale process will be initiated...Thedisposal process is expected to be completed in the first half of 2008." In order to address any potential concerns which Noteholders may have inconnection with the proposed disposal of the Group's interest in the TarmacGroup and/or AngloGold Ashanti (in each case, whether by way of asset sale,share sale, share placement, asset or share swap, asset or share exchange, shareput options or otherwise) (respectively the "Tarmac Transaction" and the "AngloGold Transaction" and together, the "Transactions"), and to remove anypotential uncertainty in the interpretation of Condition 9 of the Notes and itsapplication to the Tarmac Transaction and the AngloGold Transaction, the Issuerhas decided to submit the following proposals to the holders of the Notes issuedby it: (a) certain provisions of Condition 9 of the Notes will be waived toaddress any potential uncertainty in the interpretation of the Conditions and toclarify that neither the Tarmac Transaction nor the AngloGold Transaction willcomprise an Event of Default under the Notes; and (b) the following applicable Instruction Fee (expressed as apercentage of the principal amount of the Notes held by such Noteholder andwhich are voted in respect of the relevant Extraordinary Resolution) will bepaid to each Noteholder who votes in respect of the Proposal set out in therelevant Extraordinary Resolution by delivering, or arranging to have deliveredon their behalf, (and not revoking) valid Electronic Voting Instructions priorto the relevant Instruction Deadline, subject to the passing of thatExtraordinary Resolution: Early Instruction Fee* Late Instruction Fee**Note (% of principal amount) (% of principal amount) €1bn 3.625% Notes due Jun-2008 0.05 0.025£300m 5.125% Notes due Dec-2010 0.15 0.075JPY2bn 1.1375% Notes due Sept-2009 0.10 0.05JPY5bn 0.71625% Notes due Jan-2009 0.10 0.05CZK1.12bn FRNs due Jan-2010 0.10 0.05JPY 2bn 0.65125% Notes due Feb-2009 0.10 0.05JPY 5bn 0.680% Notes due Feb-2009 0.10 0.05JPY1bn 0.94375% Notes due Mar-2010 0.10 0.05 \* The Early Instruction Fee will be paid only to those Noteholders who deliver,or arrange to have delivered on their behalf, (and who do not revoke) ElectronicVoting Instructions prior to 5.00 p.m. (London time) on 10 October 2007, subjectto the passing of the Extraordinary Resolution in respect of which suchElectronic Voting Instructions have been given. ** The Late Instruction Fee will be paid only to those Noteholders who deliver,or arrange to have delivered on their behalf, (and who do not revoke) ElectronicVoting Instructions after 5.00 p.m. (London time) on 10 October 2007 but priorto 5.00 p.m. (London time) on 22 October 2007, subject to the passing of theExtraordinary Resolution in respect of which such Electronic Voting Instructionshave been given. Expected timetable Event 2007 Announcement of Proposals and Notices of Meetings to be 26 Septembergiven to Noteholders Latest time and date for delivery of valid Electronic Before 5.00 p.m. on 10 October Voting Instructions through the Clearing Systems toreceive the Early Instruction Fee Latest time and date for delivery of valid Electronic 5.00 p.m. on 22 October Voting Instructions through the Clearing Systems toreceive the Late Instruction Fee Date of the Meetings 25 October (see the Consent Solicitation Statement for the time of each Meeting) Notices of Results of the Meetings to be given to 25 OctoberNoteholders Payment of applicable Instruction Fee No later than the fifth Business Day following the Approval Date in respect of an Extraordinary Resolution Noteholders are advised to refer to the Consent Solicitation Statement andNotices of Meetings dated 26 September 2007 for meanings of defined terms inthis announcement, the full terms of the Consent Solicitation and the proceduresrelated thereto. Solicitation Agent: UBS: Liability Management Group +44 20 7567 7480 Holders may obtain copies of the Consent Solicitation Statement and Notices ofMeetings from the Tabulation Agent, Lucid Issuer Services Limited at +44 20 77040880, by email at angloamerican@lucid-is.com, or on the following website www.lucid-is.com/angloamerican. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
Anglo American