| Wed 12 Aug 2009, 8:00 | | AGL - Anglo American Plc Announces Secondary Offering Of Tongaat Hulett |
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AGL
ANAAL
AGL - Anglo American Plc Announces Secondary Offering Of Tongaat Hulett
Ordinary Shares In Conjunction With An Exchangeable Bond Issue
News Release
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")
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, INTO OR
IN THE UNITED STATES, CANADA, AUSTRALIA OR JAPAN. THIS ANNOUNCEMENT DOES NOT
CONSTITUTE OR FORM AN OFFER OF SECURITIES IN THE UNITED STATES OR ANY OTHER
JURISDICTION.
News Release: Anglo American plc announces secondary offering of Tongaat
Hulett ordinary shares in conjunction with an exchangeable bond issue
Anglo American plc ("Anglo American") announces the launch to institutional
investors of a sale by way of an accelerated bookbuild of its holding of
ordinary shares in Tongaat Hulett Limited ("Tongaat") (the "Equity Placing")
and an offering of bonds exchangeable into Tongaat ordinary shares (the
"Exchangeable Issue") to qualifying institutional investors.
Anglo American will offer its entire existing holding of 51.2 million Tongaat
ordinary shares, representing approximately 49.5% of Tongaat`s listed shares,
however, the final amount of the Equity Placing and Exchangeable Issue will
be determined subject to respective demand.
The exchangeable bonds will be issued by Anglo American SA Finance Limited,
guaranteed by Anglo American and listed on the Johannesburg Stock Exchange.
ZAR2 billion of the Exchangeable Issue is underwritten by FirstRand Bank
Limited, acting through its Rand Merchant Bank division, subject to a minimum
amount being achieved for the Equity Placing. The books for the two offerings
will open with immediate effect. Pricing and allocations of the offerings
will be announced as soon as practicable following the closing of the books.
Rand Merchant Bank, Morgan Stanley and UBS Investment Bank are acting as
joint bookrunners ("Joint Bookrunners") for the Equity Placing and the
Exchangeable Issue.
This announcement is not for publication or distribution or release, directly
or indirectly, in the United States of America (including its territories and
possessions, any state of the United States and the District of Columbia).
This announcement does not constitute or form part of an offer or
solicitation of an offer to purchase or subscribe for securities in the
United States or any other jurisdiction. The securities referred to herein
have not been and will not be registered under the United States Securities
Act of 1933, as amended (the "Securities Act"), and may not be offered or
sold, directly or indirectly, in the United States, absent registration or an
exemption from, or transaction not subject to, the registration requirements
of the Securities Act. No public offering of securities is being made in the
United States. This announcement does not and is not intended to constitute
an offer to the public in South Africa in terms of Chapter VI of the South
African Companies Act, 1973 (as amended). Neither this announcement nor any
copy of it may be taken, transmitted or distributed, directly or indirectly
in or into the United States, Canada, Australia or Japan.
In addition, the Exchangeable Issue will be subject to U.S. tax law
requirements. This announcement is for information purposes only and in
member states of the European Economic Area (other than the United Kingdom)
is directed only at persons who are qualified investors (as defined in
article 2(1)(e) of EU directive 2003/71/EC (the "Prospectus Directive") and
the relevant implementing rules and regulations adopted by each Member
State). In the United Kingdom, this announcement is directed only at the
following persons: 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.
This announcement has been issued by and is the sole responsibility of Anglo
American. No representation or warranty, express or implied, is or will be
made as to, or in relation to, and no responsibility or liability is or will
be accepted by any of the Joint Bookrunners or by any of their respective
affiliates or agents as to, or in relation to, the accuracy or completeness
of this announcement or any other written or oral information made available
to or publicly available to any interested party or its advisers, and any
liability therefore is expressly disclaimed.
This announcement is not a summary of the Exchangeable Issue and, in
connection with the Exchangeable Issue, is qualified in its entirety by
reference to the offering circular to be prepared in connection with the
offering of the Exchangeable Issue (the "Offering Circular"). Each investor
should read the Offering Circular for more complete information regarding the
Exchangeable Issue before making an investment decision. This announcement
does not purport to identify or suggest the risks (direct or indirect) which
may be associated with an investment in the securities.
Any investment decision to buy securities in the Equity Placing must be made
solely on the basis of publicly available information which has not been
independently verified by Rand Merchant Bank, Morgan Stanley & Co.
International plc or UBS Limited.
Rand Merchant Bank, Morgan Stanley & Co. International plc and UBS Limited
are acting for Anglo American only in connection with the Equity Placing and
the Exchangeable Issue offering and no one else, and will not be responsible
to anyone other than Anglo American for providing the protections offered to
clients of Rand Merchant Bank, Morgan Stanley & Co. International plc and UBS
Limited nor for providing advice in relation to the Equity Placing or the
Exchangeable Issue offering.
For further information, please contact:
United Kingdom
James Wyatt-Tilby, Media Relations
Tel: +44 (0)20 7968 8759
Caroline Metcalfe, Investor Relations
Tel: +44 (0)20 7968 2192
About Anglo American
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 )
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Takeover Code (the "Code"), if any
person is, or becomes, "interested" (directly or indirectly) in 1% or more of
any class of "relevant securities" of Anglo American or Xstrata plc
("Xstrata"), all "dealings" in any "relevant securities" of that company
(including by means of an option in respect of, or a derivative referenced
to, any such "relevant securities") must be publicly disclosed by no later
than 3.30 pm (London time) on the London business day following the date of
the relevant transaction. This requirement will continue until the date on
which the offer becomes, or is declared, unconditional as to acceptances,
lapses or is otherwise withdrawn or on which the "offer period" otherwise
ends. If two or more persons act together pursuant to an agreement or
understanding, whether formal or informal, to acquire an "interest" in
"relevant securities" of Anglo American or Xstrata, they will be deemed to be
a single person for the purpose of Rule 8.3.
Under the provisions of Rule 8.1 of the Code, all "dealings" in "relevant
securities" of either Anglo American or Xstrata by Anglo American or Xstrata,
or by any of their respective "associates", must be disclosed by no later
than 12.00 noon (London time) on the London business day following the date
of the relevant transaction.
A disclosure table, giving details of the companies in whose "relevant
securities" "dealings" should be disclosed, and the number of such securities
in issue, can be found on the Takeover Panel`s website at
www.thetakeoverpanel.org.uk.
"Interests in securities" arise, in summary, when a person has long economic
exposure, whether absolute or conditional, to changes in the price of
securities. In particular, a person will be treated as having an "interest"
by virtue of the ownership or control of securities, or by virtue of any
option in respect of, or derivative referenced to, securities.
Terms in quotation marks are defined in the Code, which can also be found on
the Takeover Panel`s website. If you are in any doubt as to whether or not
you are required to disclose a "dealing" under Rule 8, you should consult the
Panel.
Forward-Looking Statements
This announcement includes forward-looking statements. All statements other
than statements of historical facts included in this announcement, including,
without limitation, those regarding Anglo American`s financial position,
business and acquisition strategy, plans and objectives of management for
future operations (including development plans and objectives relating to
Anglo American`s products, production forecasts and reserve and resource
positions), are forward-looking statements. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may
cause the actual results, performance or achievements of Anglo American, or
industry results, to be materially different from any future results,
performance or achievements expressed or implied by such forward-looking
statements.
Such forward-looking statements are based on numerous assumptions regarding
Anglo American`s present and future business strategies and the environment
in which Anglo American will operate in the future. Important factors that
could cause Anglo American`s actual results, performance or achievements to
differ materially from those in the forward-looking statements include, among
others, levels of actual production during any period, levels of global
demand and commodity market prices, mineral resource exploration and
development capabilities, recovery rates and other operational capabilities,
the availability of mining and processing equipment, the ability to produce
and transport products profitably, the impact of foreign currency exchange
rates on market prices and operating costs, the availability of sufficient
credit, the effects of inflation, political uncertainty and economic
conditions in relevant areas of the world, the actions of competitors,
activities by governmental authorities such as changes in taxation or safety,
health, environmental or other types of regulation in the countries where
Anglo American operates, conflicts over land and resource ownership rights
and such other risk factors identified in Anglo American`s most recent Annual
Report. Forward-looking statements should, therefore, be construed in light
of such risk factors and undue reliance should not be placed on forward-
looking statements. These forward-looking statements speak only as of the
date of this announcement. Anglo American expressly disclaims any obligation
or undertaking (except as required by applicable law, the City Code on
Takeovers and Mergers (the "Takeover Code"), the UK Listing Rules, the
Disclosure and Transparency Rules of the Financial Services Authority, the
Listings Requirements of the securities exchange of the JSE Limited in South
Africa, the SWX Swiss Exchange, the Botswana Stock Exchange and the Namibian
Stock Exchange and any other applicable regulations) to release publicly any
updates or revisions to any forward-looking statement contained herein to
reflect any change in Anglo American`s expectations with regard thereto or
any change in events, conditions or circumstances on which any such statement
is based.
Nothing in this announcement should be interpreted to mean that future
earnings per share of Anglo American will necessarily match or exceed its
historical published earnings per share.
12 August 2009
Sponsor: UBS South Africa (Pty) Ltd
Date: 12/08/2009 08:00:03 Produced by the JSE SENS Department.
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