Last checked at 15 Mar 2018 09:00
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)
15 March 2018.
Anglo American Capital plc1 (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") for an aggregate consideration of up to the Total Funds Available, in each case upon the terms and subject to the conditions set out in the tender offer memorandum dated 7 March 2018 (the "Tender Offer Memorandum") prepared by the Company. The Tender Offers expired at 16:00 hours (London time) on 14 March 2018. 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 the indicative non-binding Series Acceptance Amounts for each series of Notes, each as set out in the table below:
Notes | ISIN | Outstanding Nominal Amount | Indicative Series Acceptance Amounts | Indicative Pro-Rating Factor |
€750,000,000 2.750 per cent. Notes due 7 June 2019(the "Notes due June 2019") | XS0789283792 | €357,496,000 | €78,075,000 | N.A. |
€600,000,000 1.500 per cent. Notes due 1 April 2020(the "Notes due April 2020") | XS1211292484 | €205,369,000 | €66,769,000 | N.A. |
€600,000,000 2.875 per cent. Notes due 20 November 2020 (the "Notes due November 2020") | XS0995040051 | €354,277,000 | €73,742,000 | N.A. |
€750,000,000 2.500 per cent. Notes due 29 April 2021 (the "Notes due April 2021") | XS0923361827 | €750,000,000 | €372,181,000 | 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) 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 19 March 2018.
Notes that are not tendered and accepted for purchase pursuant to the Tender Offers will remain outstanding.
Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., HSBC Bank plc and SMBC Nikko Capital Markets Limited 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 | |
Banco Bilbao Vizcaya Argentaria, S.A. | Banco Santander, S.A. |
44th Floor, One Canada Square | Ciudad Grupo Santander Edificio Encinar |
London E14 5AA | Avenida de Cantabaria, s/n 28660 Boadilla del Monte |
United Kingdom | Madrid |
Spain | |
Tel: +44 20 7648 7516 | Tel: +44 20 7756 6909/+44 20 7756 6646 |
Attention: Liability Management | Attention: Liability Management |
Email: liabilitymanagement@bbva.com | Email: tommaso.grospietro@santandergcb.com/King.Cheung@santandergcb.com |
HSBC Bank plc | SMBC Nikko Capital Markets Limited |
8 Canada Square London E14 5HQ United Kingdom | One New Change London EC4M 9AF United Kingdom |
Tel: +44 20 7992 6237 | Tel: +44 20 3527 7545 |
Attention: Liability Management Group | Attention: Liability Management |
Email: LM_EMEA@hsbc.com | Email: chatterjee@smbcnikko-cm.com |
THE TENDER AGENT |
Lucid Issuer Services Limited |
Tankerton Works |
12 Argyle Walk |
London WC1H 8HA |
United Kingdom |
Tel: +44 20 7704 0880 |
Attention: David Shilson / Alexander Yangaev |
Email: angloamerican@lucid-is.com |
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.
1 (LEI TINT358G1SSHR3L3PW36)