REG - Anglo American PLC Anglo American Cap - Pricing of USD and Euro Tender Offer

Anglo AmericanAnnouncement

12/03/2025 17:30

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RNS Number : 4454A  Anglo American PLC  12 March 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  (#_ftn1) ANNOUNCES PRICING AND EARLY ACCEPTANCE
RESULTS OF ITS CAPPED TENDER OFFERS FOR CERTAIN U.S. DOLLAR AND EURO
DENOMINATED NOTES DUE 2027 TO 2029

March 12, 2025

Anglo American Capital plc (the "Company") announced today the pricing and the
early acceptance results of its previously announced offers to purchase for
cash the outstanding notes guaranteed by Anglo American plc 2  (#_ftn2) (the
"Parent Company") of the series described in the table below (the "Notes")
upon the terms of, and subject to the conditions as set out in, the offer to
purchase dated February 26, 2025 (the "Offer to Purchase").

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". Capitalised
terms not otherwise defined in this announcement have the same meaning as
assigned to them in the Offer to Purchase.

Upon the terms and subject to the conditions set forth in the Offer to
Purchase, the early acceptance results including, the Total Consideration (as
defined in the Offer to Purchase) for each applicable series of the Notes are
set forth in the following table:

 Title of Notes                                                                    ISIN /                                     Principal Amount Outstanding        Acceptance Priority Level        Aggregate Principal Amount Tendered        Aggregate Principal Amount Accepted  Proration factor  Principal Amount Outstanding after Early Settlement Date        Reference Yield        Fixed Spread           Total Consideration((2)(3))
                                                                                   CUSIP

                                                                                                                                                                                                                                                                                                                                                                                            (basis points)
 Pool 1 Notes - Offers subject to the Pool 1 Maximum Tender Amount((1))
 $650,000,000 4.000% Senior Notes (the "September 2027 Dollar Notes")              Rule 144A: US034863AT77 / 034863AT7        $650,000,000                        1                                $393,976,000                               $393,976,000                         N/A               $256,024,000                                                    3.997%                 55                     $987.25

                                                                                   Reg S: USG0446NAN42 / G0446NAN4
 $700,000,000 4.750% Senior Notes (the "April 2027 Dollar Notes")                  Rule 144A: US034863AR12 / 034863AR1        $700,000,000                        2                                $442,582,000                               $110,717,000                         27.639%           $589,283,000                                                    3.997%                 60                     $1,002.96

                                                                                   Reg S: USG0446NAL85 / G0446NAL8
 Pool 2 Notes - Offers subject to the Pool 2 Maximum Tender Amount((1))
 $500,000,000 2.250% Senior Notes (the "2.250% March 2028 Dollar Notes")           Rule 144A: US034863AZ38 / 034863AZ3        $500,000,000                        1                                $379,900,000                               $379,900,000                         N/A               $120,100,000                                                    3.987%                 55                     $936.36

                                                                                   Reg S: USG0446NAU84 / G0446NAU8
 €500,000,000 4.500%                                                               XS2598746290                               €500,000,000                        2                                €260,809,000                               €126,034,000                         45.3499%          €373,966,000                                                    2.422%                 45                     €1,052.24

 Guaranteed Notes (the

  "September 2028 Euro Notes")
 $650,000,000 4.500% Senior Notes (the "4.500% March 2028 Dollar Notes")           Rule 144A: US034863AU41 / 034863AU4        $650,000,000                        3                                $195,330,000                               $0                                   N/A               $650,000,000                                                    N/A                    70                     N/A

                                                                                   Reg S: USG0446NAP99 / G0446N AP9
 €500,000,000 3.750% Guaranteed Notes (the                                         XS2779881601                               €500,000,000                        4                                €282,619,000                               €0                                   N/A               €500,000,000                                                    N/A                    75                     N/A

  "June 2029 Euro Notes")
 Notes:
 (1)         To determine whether the relevant Pool Maximum Tender
 Amount has been reached, the Company has converted the applicable aggregate
 principal amount of the Euro Notes validly tendered into U.S. Dollars using
 the FX Rate, which was 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.
 (2)         The Total Consideration in respect of each series of the
 Notes was calculated at 10:00 a.m., New York City time, today (the "Price
 Determination Time") in accordance with standard market practice, as described
 in the Offer to Purchase.

 (3)         For each $1,000 or €1,000, as applicable, principal
 amount of Notes validly tendered at or prior to 5:00 p.m., New York City time,
 on March 11, 2025 (the "Early Tender Time"), not validly withdrawn and
 accepted for purchase. The amounts shown already include the Early Tender
 Premium.

The FX Rate determined at the Price Determination Date is €1.00 -
U.S.$1.0879.

The Company, in its sole discretion, has increased (i) the Pool 1 Maximum
Tender Amount to an amount equivalent to an aggregate Total Consideration
(excluding Accrued Interest) payable in respect of Pool 1 Notes of
$500,000,000 and (ii) the Pool 2 Maximum Tender Amount to an amount equivalent
to an aggregate Total Consideration (excluding Accrued Interest) payable in
respect of Pool 2 Notes of $500,000,000.

Early participation results of the Offers were announced on March 12, 2025.
Because the aggregate principal amount of Pool 1 Notes and Pool 2 Notes
validly tendered and not validly withdrawn at or prior to the Early Tender
Time exceeded the applicable Pool Maximum Tender Amount, Pool 1 Notes and Pool
2 Notes will be accepted by the Company in accordance with the applicable Pool
Maximum Tender Amount and the applicable Acceptance Priority Level and, in
respect of the April 2027 Dollar Notes and the September 2028 Euro Notes, on a
prorated basis as described in the Offer to Purchase. In accordance with the
applicable Acceptance Priority Levels, no 4.500% March 2028 Dollar Notes and
June 2029 Euro Notes will be accepted by the Company pursuant to the Offers.

Subject to the terms and conditions of the Offers, Holders that validly
tendered and did not validly withdraw their Notes at or prior to the Early
Tender Time and whose Notes are accepted for purchase by the Company will be
eligible to receive the applicable Total Consideration, which already includes
the Early Tender Premium, together with an amount equal to the Accrued
Interest. The Company expects the Early Settlement Date to occur on March 14,
2025, the third business day after the Early Tender Time.

The amount of a series of Notes that will be purchased in the Offers on the
Early Settlement Date is based on the Acceptance Priority Levels (in numerical
priority order) set forth in the table above. As a result, all Notes validly
tendered and not validly withdrawn at or prior to the Early Tender Time having
a higher Acceptance Priority Level (with 1 being higher) will be accepted
before any tendered Notes within such Pool having a lower Acceptance Priority
Level (with 2 being lower).

In addition to the applicable Total Consideration, Holders whose Notes are
accepted for purchase will be paid the Accrued Interest thereon. Interest will
cease to accrue on the Early Settlement Date for all Notes accepted in the
Offers.

The consummation of the Offers and the Company's obligation to accept and pay
for the Notes validly tendered (and not validly withdrawn) pursuant to the
Offers are subject to the satisfaction or waiver of certain conditions
described in the Offer to Purchase and subject to the applicable Pool Maximum
Tender Amount. The Company reserves the right, subject to applicable law, to
amend or waive any and all conditions to the Offers.

The purchase price for the Dollar Notes and the Euro Notes will be paid in
U.S. Dollars and Euro, respectively.

Holders of Notes are advised to check with any intermediary (as defined in the
Offer to Purchase) 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 (in the circumstances in
which revocation is permitted) revoke their instruction to participate in the
Offers before the deadlines specified herein and 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 herein and in the Offer to Purchase.

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 +44 20 7665 8746 (Europe) 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. 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 investigation.

 1  (#_ftnref1)     (LEI TINT358G1SSHR3L3PW36)

 2  (#_ftnref2)     (LEI 549300S9XF92D1X8ME43)

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