| Thu 16 Apr 2009, 8:15 | | AGL - Anglo American Plc - Anglo American launches US$1.5 billion convertible |
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AGL
ANAAL
AGL - Anglo American Plc - Anglo American launches US$1.5 billion convertible
bond
Anglo American Plc
Incorporated in the United Kingdom
(Registration number: 3564138)
Short name: Anglo
Share code: AGL
ISIN number: GB00B1XZS820
("Anglo American Plc" or "the company")
Anglo American launches US$1.5 billion convertible bond
Anglo American plc (the "Company" or the "Issuer") announces that it intends to
make an offering of US$1.5 billion principal amount of Convertible Bonds
("Bonds") due 2014 (the "Offering") in order to further strengthen its balance
sheet, diversify its sources of funding and lengthen its debt maturity profile.
The proceeds of the Offering will be used for general corporate purposes. Under
the terms of the Offering, there will be a 90-day lock-up period on issuances or
sales of shares or equity-linked securities by the Company, subject to certain
customary exceptions.
The aggregate principal amount of the issue is US$1.5 billion which may be
increased to US$1.7 billion in the event the over-allotment option granted to
the Joint Bookrunners is exercised in full. The Bonds will be convertible into
new ordinary shares of Anglo American plc ("Shares") and are expected to have a
semi-annual coupon in the range of 4.25-4.75% per annum and an expected initial
conversion price at a premium of 30-35% above the weighted average price of the
Shares during the course of today up to the time of pricing. The Bonds will be
issued at 100% of their principal amount and, unless previously redeemed,
converted or cancelled, will mature on the fifth anniversary of the issue of the
Bonds in 2014. The Company will have the option to call the Bonds after the
first three years, should the price of the Shares exceed 130% of the then
prevailing conversion price over a specified period. The final terms of the
Bonds are expected to be announced today.
The Bonds are being offered only to qualified investors within the meaning of
Directive 2003/71/EC of the European Parliament and the Council of November 4th,
2003, in accordance with the respective regulations of each country in which the
Bonds are offered. The Bonds are not being offered or sold in the United States
of America or to, or for the account or benefit of, US persons.
Settlement and delivery of the Bonds is expected to take place no later than 7
May 2009.
Application will be made to the London Stock Exchange plc (the "London Stock
Exchange") for the Bonds to be listed on the Official List of the London Stock
Exchange and to be admitted to trading on the London Stock Exchange`s
Professional Securities Market. Listing particulars will be prepared in
connection with the listing of the Bonds.
This offering is lead-managed by Goldman Sachs International and Morgan Stanley
& Co International plc acting as Joint Lead-Managers and Joint Bookrunners.
In connection with the issue of the Bonds, the Joint Bookrunners or either of
them acting as Stabilising Manager(s)) (or persons acting on behalf of any such
Stabilising Manager(s)) may over-allot Bonds or effect transactions with a view
to supporting the market price of the Bonds at a level higher than that which
might otherwise prevail. However, there is no assurance that the Stabilising
Manager(s) (or persons acting on behalf of the Stabilising Manager(s)) will
undertake stabilisation action. Any stabilisation action may begin on or after
the date on which adequate public disclosure of the final terms of the offer of
the Bonds is made and, if begun, may be ended at any time, but it must end no
later than the earlier of 30 days after the issue date of the Bonds and 60 days
after the date of the allotment of the Bonds. Any stabilisation action or over-
allotment must be conducted by the Stabilising Manager(s) (or persons(s) acting
on behalf of the Stabilising Manager(s) (or persons(s) acting on behalf of the
Stabilising Manager(s)) in accordance with all applicable laws and rules.
This announcement is for general information only and does not form part of any
offer to sell, or the solicitation of any offer to buy, securities. The
distribution of this announcement and the offer and sale of the securities
described in this announcement in certain jurisdictions may be restricted by
law. Any persons reading this announcement should inform themselves of and
observe any such restrictions.
This announcement is directed only at the following persons in the United
Kingdom: investment professionals falling within Article 19(5) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order");
and high net worth entities, and other persons to whom it may lawfully be
communicated, falling within Article 49(2)(a) to (d) of the Order. If you are
in the United Kingdom and do not fall into one of the above categories, any
investment or investment activity to which this announcement relates is not
available to you, and will not be engaged in with you, and you should not act
upon, or rely upon, this announcement.
The Bonds being offered and the ordinary shares issuable upon conversion of the
Bonds have not been registered under the US Securities Act of 1933 (the
"Securities Act") and may not be offered or sold in the United States or to, or
for the account or benefit of, US persons (as such term is defined in Regulation
S under the Securities Act) absent registration or an applicable exemption from
registration under the Securities Act and applicable state securities laws. This
press release does not constitute an offer to sell or the solicitation of an
offer to buy, nor shall there be any sale of these securities in any state in
which such offer, solicitation or sale would be unlawful.
For further information, please contact:
United Kingdom
Caroline Metcalfe, Investor Relations
Tel : +44 (0)20 7968 2192
James Wyatt-Tilby, Media Relations
Tel: +44 (0)20 7968 8759
South Africa
Anna Poulter, Investor Relations
Tel: +27 (0)11 638 2079
Pranill Ramchander, Media Relations
Tel: +27 (0)11 638 2592
Notes to Editors:
Anglo American plc is one of the world`s largest mining groups. With its
subsidiaries, joint ventures and associates, it is a global leader in platinum
group metals and diamonds, with significant interests in coal, base and ferrous
metals, as well as an industrial minerals business. The Group is geographically
diverse, with operations in Africa, Europe, South and North America, Australia
and Asia.
(www.angloamerican.co.uk)
16 April 2009
Sponsor: UBS South Africa (Pty) Ltd
Date: 16/04/2009 08:15:00 Produced by the JSE SENS Department.
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