The Notes denominated in U.S.
Dollars are referred to herein as "Dollar Notes," and the Notes
denominated in Euro are referred to herein as "Euro Notes."
Capitalised terms not otherwise defined in this announcement have
the same meaning as assigned to them in the Offer to
Purchase.
Holders are advised to read carefully the Offer to
Purchase for full details of, and information on the procedures for
participating in, the Offers. All documentation relating to the
Offers, including the Offer to Purchase, together with any updates,
are available at the following website:
https://clients.dfkingltd.com/angloamerican.
Purpose of the Offers
The Offers are being made to proactively manage the
Company's gross debt portfolio, with a focus on the Company's
near-dated maturities. All Notes accepted in the Offers will be
cancelled and retired by the Company.
Consideration for the
Notes
Upon the terms and subject to the conditions set
forth in the Offer to Purchase, Holders of Notes that are validly
tendered and not validly withdrawn at or prior to the Early Tender
Time and accepted for purchase will receive the applicable Total
Consideration. The Total Consideration payable for a series of
Notes will be a price for each $1,000 or €1,000 principal amount of
such series of Notes (subject in each case to the Minimum
Authorized Denomination of the relevant series of Notes), as
applicable, validly tendered and not validly withdrawn pursuant to
the Offers at or prior to the Early Tender Time and accepted for
purchase by the Company (subject to the applicable Acceptance
Priority Levels and to proration, if any) that shall be equal to an
amount, calculated in accordance with the respective formulas
described in Schedules A-1 or A-2 of the Offer to Purchase, as
applicable (rounded to the nearest cent, with half a cent rounded
upwards) that would reflect, as of the Early Settlement Date, a
yield to the maturity date or First Par Call Date, as applicable,
equal to the sum of (a) the Reference Yield for such series of
Notes on the Price Determination Date plus (b) the Fixed Spread
applicable to such series, minus Accrued Interest for such series.
The applicable Reference Yield will be calculated in accordance
with standard market practice (rounded to 3 decimal points) and
will correspond to:
• for the
Dollar Notes, the bid-side price of the applicable Reference
Security as displayed on the applicable reference page/screen (the
"Reference Page") set forth in table above; and
• for the
Euro Notes, the applicable Interpolated Mid-Swap Rate (as defined
in the Offer to Purchase),
in each case as of the applicable Price Determination
Date.
The Price Determination Date will be 10:00 a.m., New
York City time, on March 12, 2025, being the business day after the
Early Tender Time. If the Dealer Managers determine that any
Reference Page is not operational or is displaying inaccurate
information at that time, the bid-side price of the applicable
Reference Security or the applicable Interpolated Mid-Swap Rate, as
applicable, determined at or around the Price Determination Date
shall be determined by such other means as the Company, in
consultation with the Dealer Managers, may consider to be
appropriate under the circumstances.
For the avoidance of doubt, the Early Tender Premium
is already included within the Total Consideration (which, in the
case of all Notes, will be calculated using the Fixed Spread over
the relevant Reference Yield), and is not in addition to the Total
Consideration. Holders who validly tender their Notes after the
Early Tender Time but at or prior to the Expiration Date, and whose
Notes are accepted for purchase, will receive only the applicable
Late Tender Offer Consideration, which is the applicable Total
Consideration less the applicable Early Tender Premium.
In respect of each series of Pool 1 Notes, the Total
Consideration shall in all cases be calculated with reference to
the maturity date of such series of Notes. With respect to the Pool
2 Notes denominated in U.S. Dollars, if the sum of (i) the
Reference Yield applicable to such series plus (ii) the Fixed
Spread applicable to such series of Notes is less than the
contractual annual rate of interest for such series of Notes, then
the Total Consideration shall be calculated with reference to the
First Par Call Date of such Notes, assuming such series of Notes
were repaid in full on the First Par Call Date. With respect to the
Pool 2 Notes denominated in U.S. Dollars, if the sum of (i) the
Reference Yield applicable to such series plus (ii) the Fixed
Spread applicable to such series of Notes is greater than or equal
to the contractual annual rate of interest for such series of
Notes, then the Total Consideration shall be calculated with
reference to the maturity date of such Notes. With respect to the
Pool 2 Notes denominated in Euro, if the sum of (i) the
Interpolated Mid-Swap Rate to Par Call (as defined in the Offer to
Purchase) applicable to such series of Notes plus (ii) the Fixed
Spread applicable to such series of Notes, is less than the
contractual annual rate of interest for the applicable series of
Notes, then the Total Consideration shall be calculated with
reference to the First Par Call Date of such Notes, assuming such
series of Notes were repaid in full on the First Par Call Date and
in such case the applicable "Interpolated Mid-Swap Rate" shall be
the applicable Interpolated Mid-Swap Rate to Par Call. With respect
to the Pool 2 Notes denominated in Euro, if the sum of (i) the
Interpolated Mid-Swap Rate to Par Call applicable to such series of
Notes plus (ii) the Fixed Spread applicable to such series of
Notes, is greater than or equal to the contractual annual rate of
interest for the relevant series of Notes, then the Total
Consideration shall be calculated with reference to the maturity
date of such Notes and in such case the applicable "Interpolated
Mid-Swap Rate" shall be the applicable Interpolated Mid-Swap Rate
to Maturity.
The Company will announce the Total Consideration
and, if the relevant Pool Maximum Tender Amounts have not been
reached in respect of any Pool by the Early Tender Time, the Late
Tender Offer Consideration for each series of Notes as soon as
reasonably practicable after the determination thereof by the
Dealer Managers.
Accrued Interest
In addition to the applicable Total
Consideration or applicable Late Tender Offer Consideration, each
Holder whose Notes are tendered and accepted for purchase will also
receive accrued and unpaid interest on the principal amount of
Notes from, and including, the most recent interest payment date
prior to the applicable Settlement Date up to, but not including,
the applicable Settlement Date, rounded to the nearest cent
("Accrued Interest"). Accrued Interest will be paid in
cash.
Pool Maximum Tender
Amounts; Acceptance Priority Levels and Proration
Tendered Pool 1 Notes with an aggregate principal
amount of up to $475,000,000 will be accepted in Pool 1; and
tendered Pool 2 Notes with an aggregate principal amount of up to
$475,000,000 will be accepted in Pool 2. The Company reserves the
right to increase or decrease either Pool Maximum Tender
Amount.
The amount of Notes that is purchased in the relevant
Offer will be based on the applicable Acceptance Priority Level,
and each Pool is subject to the relevant Pool Maximum Tender
Amount. Purchases of the Notes in respect of all Pools may be
prorated.
The purchase price for the Dollar Notes and the Euro
Notes will be paid in U.S. Dollars and Euro, respectively. 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.
Subject to the Pool Maximum Tender Amounts, the Notes
within each Pool will be purchased in accordance with the relevant
Acceptance Priority Levels (in numerical priority order) set forth
in the table above.
With respect to the Pool 1 Notes, the September 2027
Dollar Notes are designated as the first, or higher, Acceptance
Priority Level and the April 2027 Dollar Notes are designated as
the second, or lower, Acceptance Priority Level. With respect to
the Pool 2 Notes, the 2.250% March 2028 Dollar Notes are designated
as the first, or highest, Acceptance Priority Level, the September
2028 Euro Notes are designated as the second Acceptance Priority
Level, the 4.500% March 2028 Dollar Notes are designated as the
third Acceptance Priority Level and the June 2029 Euro Notes are
designated as the fourth, or lowest, Acceptance Priority Level.
Subject to the Pool Maximum Tender Amounts, all Notes
within a Pool tendered at or prior to the Early Tender Time having
a higher Acceptance Priority Level within such Pool will be
accepted before any tendered Notes of a series within such Pool
having a lower Acceptance Priority Level are accepted, and all
Notes within such Pool tendered following the Early Tender Time but
at or prior to the Expiration Date having a higher Acceptance
Priority Level will be accepted before any Notes within such Pool
tendered following the Early Tender Time having a lower Acceptance
Priority Level are accepted in the relevant Offer. If the relevant
Pool Maximum Tender Amount is not reached as of the Early Tender
Time, Notes within a relevant Pool tendered at or prior to the
Early Tender Time will be accepted for purchase in priority to
Notes within such Pool tendered following the Early Tender Time but
at or prior to the Expiration Date even if such Notes tendered
following the Early Tender Time have a higher Acceptance Priority
Level than Notes within such Pool tendered at or prior to the Early
Tender Time.
Notes of a series within a relevant Pool may be
subject to proration if the aggregate principal amount of the Notes
of such series validly tendered would cause the relevant Pool
Maximum Tender Amount to be exceeded as of the Early Settlement
Date or the Final Settlement Date. Furthermore, if a Pool Maximum
Tender Amount is reached as of the Early Tender Time, Holders who
validly tender Notes within the relevant Pool following the Early
Tender Time but at or prior to the Expiration Date will not have
any of their Notes within such Pool accepted for purchase unless
such Pool Maximum Tender Amount is increased in the sole and
absolute discretion of the Company. For further information please
see the section titled "The Terms
of the Offers - Pool Maximum tender Amounts; Acceptance Priority
Levels and Proration" in the Offer to Purchase.
Key Dates and Times, Offer Period and Results
Holders of the Notes should note the following dates
and times relating to the Offers:
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Commencement
Date..........................................................................................
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February 26, 2025.
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Early Tender
Time................................................................................................
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5:00 p.m., New York City
time, on March 11, 2025, unless extended or earlier terminated by
the Company in its sole and absolute discretion, subject to
applicable law.
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Withdrawal
Deadline............................................................................................
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5:00 p.m., New York City
time, on March 11, 2025, unless extended or earlier terminated by
the Company in its sole and absolute discretion, subject to
applicable law.
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Early Participation Results
Announcement
Date....................................................................................................
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The first business day after
the Early Tender Time, which is expected to be March 12, 2025.
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Price Determination
Date.................................................................................................
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10:00 a.m., New York City
time, on March 12, 2025.
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Pricing and Early
Acceptance Results Announcement
Date....................................................................................................
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As soon as practicable after
pricing on the Price Determination Date.
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Early Settlement
Date...................................................................................................
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In respect of all Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Time and accepted for purchase, the Company expects to make
payment on the third business day after the Early Tender Time,
March 14, 2025.
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Expiration
Date.....................................................................................................
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5:00 p.m., New York City
time, on March 26, 2025, unless extended or earlier terminated by
the Company in its sole and absolute discretion, subject to
applicable law.
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Final Tender Results
Announcement
Date...................................................................................................
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The first business day after
the Expiration Date, which is expected to be March 27, 2025.
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Final Settlement
Date...................................................................................................
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In respect of all Notes
validly tendered following the Early Tender Time but at or prior to
the Expiration Date and accepted for purchase, the Company will
make payment promptly following the Expiration Date, expected to be
March 28, 2025, the second business day after the Expiration Date
(assuming the relevant Pool Maximum Tender Amount is not reached on
the Early Settlement Date).
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Holders of Notes are advised to
check with any intermediary through which they hold Notes as to
when such intermediary would need to receive instructions from a
beneficial owner in order for that beneficial owner to be able to
participate in, or withdraw their instruction to participate in,
the Offers before the deadlines specified in the Offer to Purchase.
The deadlines set by any such intermediary and the applicable
Clearing System for participation in the Offers may be earlier than
the relevant deadlines specified above.
The acceptance of Notes for purchase
is conditional on the satisfaction of the conditions of the Offers
as provided in the section in the Offer to Purchase titled "The
Terms of the Offers-Conditions to the Offers".
The Company has retained BMO Capital
Markets Corp., Crédit Agricole Corporate and Investment Bank,
Merrill Lynch International, RBC Capital Markets, LLC and RBC
Europe Limited as Dealer Managers and D.F. King as Information and
Tender Agent (the "Information and Tender Agent") for the purposes
of the Offers.
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 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
an investigation.
