REG - Anglo American PLC Anglo American Cap - Anglo American announces Tender Offer
26/02/2025 12:00
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RNS Number : 5669Y Anglo American PLC 26 February 2025
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
THIS ANNOUNCEMENT 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
ANGLO AMERICAN CAPITAL PLC 1 LAUNCHES CAPPED TENDER OFFERS FOR CERTAIN U.S.
DOLLAR AND EURO DENOMINATED NOTES DUE 2027 TO 2029
February 26, 2025
Anglo American Capital plc (the "Company") announces the launch of its offers
to purchase for cash in concurrently commenced, but separate, offers the
outstanding notes guaranteed by Anglo American plc 2 (the "Parent Company")
of the series described in the table below (the "Notes") in two separate pools
(each, a "Pool" and, together, the "Pools") with an aggregate principal amount
for (i) the series of Notes within Pool 1 of up to $475,000,000 and (ii) the
series of Notes within Pool 2 of up to $475,000,000 subject to the respective
order of priority (each an "Acceptance Priority Level" and together, the
"Acceptance Priority Levels"), as applicable, for such series within such
Pool, as set forth in the table below. Each offer to purchase each series of
Notes is referred to herein as an "Offer" and the offers to purchase the Notes
as the "Offers." The Offers are subject to the terms of, and conditions set
out in, the offer to purchase dated February 26, 2025 (the "Offer to
Purchase").
Title of Notes Principal Amount Outstanding Maturity Date / ISIN / CUSIP Acceptance Priority Level Early Tender Premium((1)) Reference Security or Interpolated Mid-Swap Rate Bloomberg Reference Page/Screen Fixed Spread((1))
(basis points)
First Par Call Date
Pool 1 Notes - Offers subject to the Pool 1 Maximum Tender Amount of
$475,000,000 ((2))
$650,000,000 4.000% Senior Notes (the "September 2027 Dollar Notes") $650,000,000 September 11, 2027 / Rule 144A: US034863AT77 / 034863AT7 1 $50 per US$1,000 4.125% U.S. Treasury due January 31, 2027 FIT1 55
N/A Reg S: USG0446NAN42 / G0446NAN4
$700,000,000 4.750% Senior Notes (the "April 2027 Dollar Notes") $700,000,000 April 10, 2027 / Rule 144A: US034863AR12 / 034863AR1 2 $50 per US$1,000 4.125% U.S. Treasury due January 31, 2027 FIT1 60
N/A Reg S: USG0446NAL85 / G0446NAL8
Pool 2 Notes - Offers subject to the Pool 2 Maximum Tender Amount of
$475,000,000 ((2))
$500,000,000 2.250% Senior Notes (the "2.250% March 2028 Dollar Notes") $500,000,000 March 17, 2028 / Rule 144A: US034863AZ38 / 034863AZ3 1 $50 per US$1,000 4.25% U.S. Treasury due February 15, 2028 FIT1 55
January 17, 2028 Reg S: USG0446NAU84 / G0446NAU8
€500,000,000 4.500% Guaranteed Notes (the "September 2028 Euro Notes") €500,000,000 September 15, 2028 / XS2598746290 2 €50 per €1,000 2028 Euro Notes Interpolated Mid-Swap Rate IRSB EU GO ((3)) 45
August 15, 2028
$650,000,000 4.500% Senior Notes (the "4.500% March 2028 Dollar Notes") $650,000,000 March 15, 2028 / Rule 144A: US034863AU41 / 034863AU4 3 $50 per US$1,000 4.25% U.S. Treasury due February 15, 2028 FIT1 70
December 15, 2027 Reg S: USG0446NAP99 / G0446N AP9
€500,000,000 3.750% Guaranteed Notes (the "June 2029 Euro Notes") €500,000,000 June 15, 2029 / XS2779881601 4 €50 per €1,000 2029 Euro Notes Interpolated Mid-Swap Rate IRSB EU GO ((3)) 75
March 15, 2029
Notes:
(1) The Total Consideration (as described below and as defined
in the Offer to Purchase) in respect of Notes of each relevant series shall be
calculated from the applicable Reference Yield and the applicable Fixed Spread
and which, when calculated in such manner, already includes the applicable
Early Tender Premium. Subject to the Reference Yield, the applicable Total
Consideration may be calculated with reference to either the Maturity Date or
First Par Call Date, where applicable, as detailed further herein and in the
Offer to Purchase. The applicable Late Tender Offer Consideration (as
described below and as defined in the Offer to Purchase) in respect of Notes
of each relevant series will equal the applicable Total Consideration minus
the applicable Early Tender Premium. See the section titled "The Terms of the
Offers - Total Consideration and Late Tender Offer Consideration" in the Offer
to Purchase.
(2) To determine whether the relevant Pool Maximum Tender
Amount has been reached, the Company will convert the applicable aggregate
principal amount of the Euro Notes validly tendered into U.S. Dollars using
the FX Rate, which will be determined on the Price Determination Date (as
defined below). The Pool Maximum Tender Amounts represent the maximum
aggregate principal amount that may be purchased among the relevant series of
Notes within the relevant Pool. Each Pool Maximum Tender Amount may be
increased or decreased at the Company's sole and absolute discretion.
(3) Pricing Source: BGN.
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:
Date Calendar Date and Time
Commencement February 26, 2025.
Date..........................................................................................
Early Tender 5:00 p.m., New York City time, on March 11, 2025, unless extended or earlier
Time................................................................................................ terminated by the Company in its sole and absolute discretion, subject to
applicable law.
Withdrawal 5:00 p.m., New York City time, on March 11, 2025, unless extended or earlier
Deadline............................................................................................ terminated by the Company in its sole and absolute discretion, subject to
applicable law.
Early Participation Results Announcement The first business day after the Early Tender Time, which is expected to be
Date.................................................................................................... March 12, 2025.
Price Determination 10:00 a.m., New York City time, on March 12, 2025.
Date.................................................................................................
Pricing and Early Acceptance Results Announcement As soon as practicable after pricing on the Price Determination Date.
Date....................................................................................................
Early Settlement In respect of all Notes validly tendered and not validly withdrawn at or prior
Date................................................................................................... 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.
Expiration 5:00 p.m., New York City time, on March 26, 2025, unless extended or earlier
Date..................................................................................................... terminated by the Company in its sole and absolute discretion, subject to
applicable law.
Final Tender Results Announcement The first business day after the Expiration Date, which is expected to be
Date................................................................................................... March 27, 2025.
Final Settlement In respect of all Notes validly tendered following the Early Tender Time but
Date................................................................................................... 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).
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.
1 (LEI TINT358G1SSHR3L3PW36)
2 (LEI 549300S9XF92D1X8ME43)
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