17th Mar 2016 12:45
Anglo American Capital plc announces Final 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 "DISTRIBUTION RESTRICTIONS" BELOW)
March 17, 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 it will accept for purchase all Securities validly tendered under the relevant Offers without pro-ration and that:
(i) the aggregate nominal amount of each Series of Securities validly accepted for purchase (the "Acceptance Amount"); and
(ii) the Accrued Interest payable,
are as follows:
Title of Securities | ISINs | CUSIP Numbers | Purchase Price1 | Early Tender Premium | Total Purchase Price | Acceptance Amount | Accrued Interest |
U.S.$600,000,000 2.625% Senior Securities due April 3, 2017 guaranteed by Anglo Americanplc (the "Securities due April 2017") | US034863AE09 and USG03762CF96 | 034863AE0 and G03762CF9 | U.S.$943.50 per U.S.$1,000 | U.S.$30.00 per U.S.$1,000 | U.S.$973.50 per U.S.$1,000 | U.S.$ 147,761,000 | U.S.$ 12.250000 |
U.S.$750,000,000 2.625% Senior Securities due September 27, 2017 guaranteed by Anglo Americanplc (the "Securities due September 2017") | US034863AF73 and USG03762CG79 | 034863AF7 and G03762CG7 | U.S.$909.00 per U.S.$1,000 | U.S.$30.00 per U.S.$1,000 | U.S.$939.00 per U.S.$1,000 | U.S.$ 114,860,000 | U.S.$ 12.687500 |
[1] Accrued Interest per U.S.$1,000 in nominal amount of the relevant Securities purchased. Accrued Interest represents interest accrued and unpaid on the relevant Securities from (and including)
the immediately preceding interest payment date for such Securities to (but excluding) the Settlement Date. | |||||||
No Securities had been validly tendered for purchase after 5:00 p.m. (New York City time) on March 2, 2016 (the "Early Tender Deadline"). Accordingly, the Company will pay, for the Securities in 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) the relevant Total 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.
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.
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.
Requests for information in relation to the Tender Offers should be directed to the Joint Dealer Managers: | |
GLOBAL COORDINATOR | |
BNP Paribas | |
10 Harewood Avenue | |
London NW1 6AA | |
United Kingdom | |
JOINT DEALER MANAGERS | |
BNP Paribas | Commerzbank AG |
10 Harewood Avenue | Mainzer Landstrasse 151-153 |
London NW1 6AA | 60327 Frankfurt am Main |
United Kingdom | Germany |
U.S. Toll Free: (888) 210 4358 | |
Collect: +1 (212) 841 3059 | U.S. Tel: +1 800 233 9164 |
In Europe: +44 20 7595 8668 | In Europe: +49 69 136 59920 |
Attention: Liability Management Group | Attention: Liability Management |
Email: [email protected] | Email: [email protected] |
Credit Agricole Securities (USA) Inc. | |
1301 Avenue of the Americas, 17th Floor | |
New York | |
New York 10019 | |
Collect: +1 (212) 261 7802 | |
U.S. Toll-free: (866) 807 6030 | |
Email: [email protected] | |
Attention: Debt Capital Markets | |
Requests for information in relation to the Tender Offers should be directed to: |
THE INFORMATION AND TENDER AGENT |
D.F. King & Co., Inc. |
48 Wall Street, 22nd Floor |
New York |
New York 10005 |
United States |
Tel: +1 212 269 5550 / Toll Free: 1800 330 5897 |
By Facsimile: (212) 709 3328 |
Attention: Krystal Scrudato |
Confirmation: (212) 493 6940 |
Email: [email protected] |
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. 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 Joint Dealer Managers and the Information and Tender Agent to inform themselves about and to observe any such restrictions.
This announcement does not constitute an offer to buy or the solicitation of an offer to sell Securities.
Related Shares:
Anglo American