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PROSPECTUS US$1,500,000,000 Anglo American Capital Plc US PROSPECTUS US$1,500,000,000 Anglo American Capital plc US$1,000,000,000 2.625% Senior Notes due 2030 US$500,000,000 3.950% Senior Notes due 2050 Guaranteed by Anglo American plc This prospectus is being published by Anglo American Capital plc (the “Issuer” or “Anglo American Ca pital”) in connection with Admission (as defined below) of its US$1,000 million of its 2.625% Senior Notes due 2030 (the “2030 Notes”) a nd US$500 million of its 3.950% Senior Notes due 2050 (the “2050 Notes” and, together with the 2030 Notes, the “Notes”) with such Notes to be guaranteed (the “Guarantees”) by Anglo American plc (the “Company”, “Guarantor” or “Anglo American” and, together with the Company’s subsidiaries, joint ventures and associates, “Anglo American Group”, the “Group”, or “we”). Interest will be paid on the Notes semi-annually and in arrears on March 10 a nd September 10 of each year, commencing on March 10, 2021. The 2030 Notes and the 2050 Notes will ma ture on September 10, 2030 a nd on September 10, 2050, respectively. The Issuer has the option to redeem all or a portion of the Notes at any time at the redemption prices set forth in this document. The Notes will be unsecured senior obligations of the Issuer and will rank equally with all of its other existing a nd future unsubordinated indebtedness. The Notes will be issued in fully registered form and only in denominations of US$200,000 and integral multiples of US$1,000 in excess thereof. For a more detailed description of the Notes, see “Description of the Notes and the Guarantees” beginning on page 106. An investment in the Notes involves risks. See “Risk Factors” beginning on page 10. Offering Price for the 2030 Notes: 99.095% plus accrued interest, if any, from September 10, 2020 Offering Price for the 2050 Notes: 98.563% plus accrued interest, if any, from September 10, 2020 Applica tion has been made to the Financial Conduct Authority in its ca pacity a s competent a uthority pursuant to Part VI of the Financial Services and Markets Act 2000 (the “FCA”) for each series of the Notes to be admitted to the official list of the FCA (the “Officia l List”) a nd to the London Stock Exchange plc (the “London Stock Exchange”) for each series of the Notes to be admitted to trading on the London Stock Exchange’s Regulated Market (“Admission”). References in this document to the Notes being listed (a nd a ll rela ted references) shall mean that the Notes have been admitted to tra ding on the London Stock Exchange’s Regulated Market and have been admitted to the Official List. The London Stock Exchange’s Regulated Market is a regulated market for purposes of Directive 2014/65/EU (“MiFID II”). The securities to which this document relates have not been recommended by the United States Securities and Exchange Commission or any other U.S. federal or state securities commission or regulatory authority nor have such authorities confirmed the accuracy or adequacy of this document. Any representation to the contrary is a criminal offense in the United States. The Notes and the Guarantees have not been registered, and we do not intend to register the Notes or the Guarantees, under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or a ny securities la ws of any other jurisdiction. Accordingly, the Notes are being offered and sold in the United States only to qualified institutional buyers in accordance with Rule 144A under the Securities Act (“Rule 144A”) and outside the United States to certain non-U.S. persons in accordance with Regulation S under the Securities Act (“Regula tion S”). Prospective purchasers that are qualified institutional buyers are hereby notified that the seller of the Notes and the related Guarantees may be relying on the exemption from the provisions of Section 5 of the Securities Act provided by Rule 144A. For further details about eligible offerees and transfer restrictions, see “Pla n of Distribution” a nd “Transfer Restrictions”. The Company’s credit ratings have been issued by Moody’s Investors Service Ltd. (“Moody’s”) a nd Sta ndard & Poor’s Credit Market Services Europe Limited (“S&P”) a nd are Baa2 (negative outlook) and BBB (sta ble outlook), respectively. In general, European regulated investors are restricted from using a rating for regulatory purposes if such rating is not issued by a credit rating agency established in the European Union and registered under Regulation (EC) No. 1060/2009 (the “CRA Regulation”), unless the rating is provided by a credit rating agency operating in the European Union before June 7, 2010 which has submitted an application for registration in accordance with the CRA Regulation and such registration is not refused. S&P and Moody’s have each been registered under the CRA Regulation by the European Securities and Markets Authority as of October 31, 2011. BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., Santander Investment Securities Inc., CIBC World Markets Corp. and Scotia Capital (USA) Inc. (collectively, the “Joint Bookrunners” or the “Initial Purchasers”) expect to deliver the Notes to purchasers on or about September 10, 2020 through the fa cilities of The Depository Trust Company including its pa rticipants Euroclear Bank SA/NV a nd Clearstream Banking, société anonyme. Joint Bookrunners BNP PARIBAS Goldman Sachs &Co. HSBC Santander LLC CIBC Capital Markets Scotiabank Prospectus dated September 10, 2020 TABLE OF CONTENTS Pa ge SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES.......................................... v AVAILABLE INFORMATION.................................................................................................................... v PRESENTATION OF FINANCIAL INFORMATION.............................................................................. vi INCORPORATION OF CERTAIN INFORMATION BY REFERENCE .............................................. xii OVERVIEW ................................................................................................................................................... 1 SUMMARY FINANCIAL INFORMATION .............................................................................................. 9 RISK FACTORS .......................................................................................................................................... 10 CAPITALIZATION ..................................................................................................................................... 23 RECENT DEVELOPMENTS ..................................................................................................................... 24 USE OF PROCEEDS ................................................................................................................................... 28 BUSINESS DESCRIPTION ........................................................................................................................ 29 MINERAL PRODUCTION......................................................................................................................... 45 INDUSTRY OVERVIEW ........................................................................................................................... 47 SELECTED FINANCIAL INFORMATION ............................................................................................. 50 OPERATING AND FINANCIAL REVIEW ............................................................................................. 51 REGULATION............................................................................................................................................. 88 SUSTAINABLE DEVELOPMENT (INCLUDING SAFETY, HEALTH, ENVIRONMENT AND SOCIAL) ....................................................................................................................................................... 92 BOARD OF DIRECTORS AND MANAGEMENT OF ANGLO AMERICAN PLC ........................... 96 RELATED PARTY TRANSACTIONS ...................................................................................................104 DESCRIPTION OF THE NOTES AND THE GUARANTEES.............................................................106 BOOK-ENTRY SETTLEMENT AND CLEARANCE...........................................................................124 TAXATION ................................................................................................................................................126 PLAN OF DISTRIBUTION ......................................................................................................................130 TRANSFER RESTRICTIONS ..................................................................................................................135 LEGAL MATTERS....................................................................................................................................138 INDEPENDENT AUDITORS...................................................................................................................139 DESCRIPTION OF ANGLO AMERICAN CAPITAL PLC ..................................................................140 GENERAL INFORMATION ....................................................................................................................141 DEFINED TERMS .....................................................................................................................................144 IMPORTANT INFORMATION NOTICE TO INVESTORS The Issuer and the Company accept responsibility for the information contained in this
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