| Thu 13 Aug 2009, 8:00 | | AGL - Anglo American Plc announces successful exit from Tongaat Hulett |
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AGL
ANAAL
AGL - Anglo American Plc announces successful exit from Tongaat Hulett
shareholding, realising gross proceeds of approximately US$523 million
Press 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 announces successful exit from Tongaat Hulett
shareholding, realising gross proceeds of approximately US$523 million
Further to the announcement dated 12 August 2009, Anglo American plc ("Anglo
American") announces the completion of the sale by way of an accelerated
bookbuild of 51.2 million Tongaat Hulett Limited ("Tongaat") ordinary shares
placed with qualifying institutional investors at a price of ZAR82.00 per
ordinary share (the "Equity Placing").
Due to the strong demand for the Tongaat ordinary shares, Anglo American sold
all of its shares in the Equity Placing and therefore there will be no
exchangeable bond into Tongaat ordinary shares.
The sale price represents a discount of approximately 7% to the 60-day volume
weighted average price of Tongaat ordinary shares, as at 11 August 2009. The
Equity Placing will settle on 20 August 2009 and Anglo American will receive
gross proceeds of ZAR4,202 million or approximately US$523 million.
Rand Merchant Bank, Morgan Stanley and UBS Investment Bank are acting as joint
bookrunners ("Joint Bookrunners") for the Equity Placing.
This announcement is not for publication or distribution or release, directly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.
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 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 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.
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.
13 August 2009
Sponsor: UBS South Africa (Pty) Ltd
Date: 13/08/2009 08:00:16 Produced by the JSE SENS Department.
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