Anglo American plc announces secondary offering of Tongaat Hulett ordinary shares in conjunction with an exchangeable bond issue
12 August, 2009
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.
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.
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This announcement is not for publication or distribution or release, directly or indirectly, in the United States of America (including its territories and possessions, any state of the United States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.