REG - Anglo American PLC Anglo American Cap - Result of Tender Offer

Anglo AmericanAnnouncement

12/03/2025 12:00

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RNS Number : 3980A  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  ANNOUNCES EARLY PARTICIPATION 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") announces the early participation
results of its previously announced offers to purchase for cash the
outstanding notes guaranteed by Anglo American plc 2  (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.

Early Participation Results of the Tender Offers

The following table sets forth the aggregate principal amounts of Notes
validly tendered and not validly withdrawn in the Offers at or prior to 5:00
p.m., New York City time, on March 11, 2025 (the "Early Tender Time"), as
reported by the Information and Tender Agent:

 Title of Notes                                                                         ISIN / CUSIP                                  Principal Amount Outstanding           Acceptance Priority Level           Aggregate Principal Amount Tendered
 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

                                                                                        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

                                                                                        Reg S: USG0446NAL85 / G0446NAL8

 Pool 2 Notes - Offers subject to the Pool 2 Maximum Tender Amount((1))
 $500,000,000 2.250% Senior                                                             Rule 144A: US034863AZ38 / 034863AZ3           $500,000,000                           1                                   $379,900,000

  Notes (the "2.250% March 2028 Dollar Notes")                                          Reg S: USG0446NAU84 / G0446NAU8
 €500,000,000 4.500% Guaranteed Notes (the "September 2028 Euro Notes")                 XS2598746290                                  €500,000,000                           2                                   €260,809,000
 $650,000,000 4.500% Senior                                                             Rule 144A: US034863AU41 / 034863AU4           $650,000,000                           3                                   $195,330,000

 Notes (the "4.500% March 2028 Dollar Notes")                                           Reg S: USG0446NAP99 / G0446N AP9
 €500,000,000 3.750% Guaranteed Notes (the "June 2029 Euro Notes")                      XS2779881601                                  €500,000,000                           4                                   €282,619,000

 Notes:
 (1)         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.

Consideration for the Notes

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 will
receive the Total Consideration, together with an amount equal to the Accrued
Interest thereon. When calculated in this manner, the Total Consideration
already includes the Early Tender Premium. The Total Consideration for each
series of Notes accepted for purchase will be determined at 10:00 a.m., New
York City time, on March 12, 2025 in accordance with standard market practices
and as described in the Offer to Purchase.

In addition to the Total Consideration and Late Tender Offer Consideration, as
applicable, Holders whose Notes are accepted for purchase will be paid the
Accrued Interest thereon. The purchase price for the Dollar Notes and the Euro
Notes will be paid in U.S. Dollars and Euro, respectively.

The Company will announce, amongst other things, the amount of each series of
Notes validly tendered at or prior to the Early Tender Time and accepted for
purchase on the Early Settlement Date, any proration factor in respect of the
Notes settled on the Early Settlement Date, the Total Consideration and Late
Tender Offer Consideration for each series of Notes as soon as reasonably
practicable after the Price Determination Date.

In respect of accepted Notes that were delivered at or prior to the Early
Tender Time, the Company expects the Early Settlement Date to occur on March
14, 2025, the third business day after the Early Tender Time.

Increases to Pool Maximum Tender Amounts; Acceptance Priority Levels and
Proration

It is currently the Company's intention to increase the Pool 1 Maximum Tender
Amount to an amount that would be equivalent to an aggregate Total
Consideration (excluding Accrued Interest) payable in respect of Pool 1 Notes
of approximately $500,000,000 and (ii) to increase the Pool 2 Maximum Tender
Amount to an amount that would be equivalent to an aggregate Total
Consideration (excluding Accrued Interest) payable in respect of Pool 2 Notes
of approximately $500,000,000.

The amount of Notes that will be purchased in the relevant Offer will be based
on the applicable Acceptance Priority Level set forth in the table above and
each Pool is subject to the relevant pool Maximum Tender Amount. Purchases of
the Notes in respect of all Pools may be prorated. As a result, all Notes
within a Pool 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). 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.

The Company will determine that amount of each series of Notes that will be
accepted following the Price Determination Time, which is the point at which
the FX Rate and each Total Consideration will be determined.

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. 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     (LEI TINT358G1SSHR3L3PW36)

 2     (LEI 549300S9XF92D1X8ME43)

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