Early Participation Results of Tender Offers

Anglo American Capital plc announces Early Participation Results of Tender Offers for certain of its Securities

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 "OFFER AND DISTRIBUTION RESTRICTIONS" BELOW)

March 3, 2016. 

Anglo American Capital plc (the "Company") invited holders of such of its outstanding securities as are listed below (together, the "Securities") to tender some or all of their Securities to the Company for purchase by the Company for cash (the "Tender Offers"), for an aggregate consideration of up to U.S.$300,000,000, upon the terms and subject to the conditions set out in the tender offer memorandum dated February 18, 2016 (the "Tender Offer Memorandum") prepared by the Company.

Capitalized terms used but not defined in this announcement have the meanings given to them in the Tender Offer Memorandum.

The Company hereby announces that, as of 5:00 p.m., New York City time, on March 2, 2016 (the "Early Tender Deadline"), the aggregate nominal amount of Securities that have been validly tendered pursuant to the Tender Offers is as follows:

As the deadline to withdraw the tendered Securities has expired at 5:00 p.m., New York City time, on March 2, 2016, all Securities validly tendered prior to the Early Tender Deadline may no longer be withdrawn.

The Tender Offers are scheduled to expire at 11:59 p.m. New York City time, on March 16, 2016, unless extended or earlier terminated (such time and date, as the same may be extended, the "Expiration Time").

The Company will pay, for the Securities of each Series accepted by it for purchase pursuant to the Tender Offers, an amount in U.S. dollars (the "Tender Consideration") equal to the sum of:

1. the product of (x) if the relevant Securities had been validly tendered for purchase at or prior to the Early Tender Deadline, the relevant Total Purchase Price; or if the relevant Securities had been validly tendered for purchase after the Early Tender Deadline but at or prior to the Expiration Time, the relevant Purchase Price and (y) the nominal amount of the relevant Securities, divided by U.S.$1,000; and

2. the Accrued Interest Amount in respect of such Securities,

rounded, if necessary, to the nearest U.S.$0.01, with half a cent being rounded upwards.

The Company proposes to accept valid tenders of Securities for purchase pursuant to the Tender Offers for cash such that the aggregate amount payable by the Company (excluding Accrued Interest in respect of the Securities that are purchased) (the "Total Amount Payable") does not exceed U.S.$300,000,000 (the "Total Funds Available"). However, the Company reserves the right, in its sole discretion and for any reason (but subject to applicable law), to increase or decrease the Total Funds Available and/or to accept Offers to Sell in respect of the Securities such that the Total Amount Payable by the Company is less or more than the Total Funds Available (or not to accept any Securities) for purchase pursuant to the Tender Offers.

If the Company accepts any Securities for purchase pursuant to the Tender Offers and the aggregate nominal amount of the Securities validly tendered in the Tender Offers exceeds the aggregate nominal amount of Securities accepted by the Company, the Company intends to accept such Securities on a pro-rata basis as described in the Tender Offer Memorandum.

Securities purchased by the Company pursuant to the Tender Offers will be cancelled and will not be re-issued or re-sold.

Settlement of the Tender Offers and payment of the Tender Consideration in respect of Securities accepted for purchase is expected to take place on March 21, 2016.

Concurrently with the Tender Offers, the Company had also invited holders of certain of its Euro and Sterling denominated debt securities (the "Notes") with the aggregate nominal amount outstanding of approximately U.S.$4,077,800,000 to sell such securities to the Company (the "Non-U.S. Offers"). The Company has accepted for purchase valid tenders of Notes for an aggregate consideration of approximately U.S.$1,450,000,000 (including Derivative Costs, but excluding Accrued Interest, in respect of the Notes that are purchased). Settlement of the Non-U.S. Offers took place on March 1, 2016.

FURTHER INFORMATION

D.F. King & Co., Inc. has been appointed by the Company as Information and Tender Agent (the "Information and Tender Agent") for the purposes of the Tender Offers.

BNP Paribas has been appointed as the Global Coordinator and Commerzbank AG and Crédit Agricole Securities (USA) Inc. together with BNP Paribas have been appointed as Joint Dealer Managers for the purposes of the Tender Offers.

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 Offers 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 Offers but not accepted for purchase) through open market purchases, privately negotiated transactions, tender offers, exchange offers or otherwise, in each case on terms that may be more or less favorable than those contemplated by the Tender Offers.

This announcement must be read in conjunction with the Tender Offer Memorandum. This announcement and the Tender Offer Memorandum contain important information which must be read carefully before any decision is made with respect to the Tender Offers. If any holder of Securities is in any doubt as to the action it should take, 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. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Tender Offers. None of the Company, the Joint Dealer Managers, the Information and Tender Agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of Securities should participate in the Tender Offers.

OFFER AND DISTRIBUTION RESTRICTIONS

This announcement and the Tender Offer Memorandum do not constitute an invitation to participate in the Tender Offers in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or invitation or for there to be such participation under applicable securities laws. 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 Joint Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.

United Kingdom

The communication of this announcement, the Tender Offer Memorandum and any other documents or materials relating to the Tender Offers are 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. 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 as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or to persons falling within Article 43(2) of the Order, or to other persons to whom it may otherwise lawfully be made in accordance with the Order.

Italy

None of the Tender Offers, this announcement, the Tender Offer Memorandum or any other documents or materials relating to the Tender Offers have 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. The Tender Offers are being carried out in the Republic of Italy ("Italy") as an exempted 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.

Any holder or beneficial owner of Securities may tender their Securities for purchase in the Tender Offers through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with 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 Securities or the Tender Offer Memorandum.

France

The Tender Offers are not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Tender Offer Memorandum nor any other document or material relating to the Tender Offers have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, in each case acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offers. The Tender Offer Memorandum has not been and will not be submitted for clearance to nor approved by the Autorité des Marchés Financiers.

General

The Tender Offers do not constitute an offer to buy or the solicitation of an offer to sell Securities (and Offers to Sell will not be accepted from Holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities or other laws require the Tender Offers to be made by a licensed broker or dealer or similar and any of the Joint Dealer Managers or any of the Joint Dealer Managers' respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offers shall be deemed to be made by such Joint Dealer Manager or such affiliate, as the case may be, on behalf of the Company in such jurisdiction.

Each Holder participating in the Tender Offers will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Tender Offer Memorandum. Any tender of Securities for purchase pursuant to an Offer to Sell pursuant to the Tender Offers from a Holder that is unable to make these representations may be rejected. Each of the Company, the Joint Dealer Managers and the Information and Tender Agent reserves the right, in its absolute discretion (and without prejudice to the relevant Holder's responsibility for the representations made by it), to investigate, in relation to any tender of Securities for purchase pursuant to a Tender Offer, 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 Offer to Sell may be rejected.