US$2,000,000,000 Anglo American Plc Anglo American
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OFFERING MEMORANDUM US$2,000,000,000 Anglo American plc Anglo American Capital plc US$1,250,000,000 9.375% Senior Notes due 2014 US$750,000,000 9.375% Senior Notes due 2019 Anglo American Capital plc (the “Issuer”) is offering US$1,250 million of its 9.375% Senior Notes due 2014 (the “2014 Notes”) and US$750 million of its 9.375% Senior Notes due 2019 (the “2019 Notes” and, together with the 2014 Notes, the “Notes”), with such Notes to be guaranteed (the “Guarantees”) by Anglo American plc (the “Company” or “Anglo American” and together with the Company’s subsidiaries, joint ventures and associates, “Anglo American Group”, the “Group”, “we” or “us”). Interest will be paid on the Notes semi-annually and in arrears on April 8 and October 8 of each year, commencing on October 8, 2009. The 2014 Notes and the 2019 Notes will mature on April 8, 2014 and 2019, respectively. We may choose to issue only one series of notes or two or more series of notes. We have the option to redeem all or a portion of each series of the Notes at any time at the redemption prices set forth in this Offering Memorandum. The Notes will be unsecured senior obligations of the Issuer and will rank equally with all of its other existing and future unsubordinated indebtedness. For a more detailed description of the Notes, see “Description of the Notes and the Guarantees” beginning on page 116. An investment in the Notes involves risks. See “Risk Factors” beginning on page 9. Offering Price for the 2014 Notes: 100% plus accrued interest, if any, from April 8, 2009 Offering Price for the 2019 Notes: 100% plus accrued interest, if any, from April 8, 2009 Application has been made to the Financial Services Authority in its capacity as competent authority pursuant to Part VI of the Financial Services and Markets Act 2000 (the “UK Listing Authority”) for each series of the Notes to be admitted to the official list of the UK Listing Authority (the “Official List”) and 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. References in this Offering Memorandum to the Notes being listed (and all related references) shall mean that the Notes have been admitted to trading 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 2004/39/EC (the “Directive on Markets in Financial Instruments”). The securities offered by this Offering Memorandum have not been recommended by the United States Securities and Exchange Commission (the “SEC”) or any other US 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 US Securities Act of 1933, as amended (the “Securities Act”), or any securities laws 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 and outside the United States to certain non-US persons in accordance with Regulation S under the Securities Act. For further details about eligible offerees and transfer restrictions, see “Plan of Distribution” and “Transfer Restrictions”. Barclays Capital Inc., BNP Paribas Securities Corp., Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated and RBS Securities Inc. (collectively, the “Joint Bookrunners” or the “Initial Purchasers”) expect to deliver the Notes to purchasers on or about April 8, 2009. Joint Bookrunners Barclays CapitalBNP PARIBAS Goldman, Sachs & Co. Morgan Stanley RBS Offering Memorandum dated April 6, 2009 TABLE OF CONTENTS NOTICE TO INVESTORS . ........................................................ ii MISCELLANEOUS INFORMATION .................................................. iii PRESENTATION OF FINANCIAL INFORMATION ....................................... x NON-IFRS FINANCIAL MEASURES ................................................. xi OVERVIEW ..................................................................... 1 RISK FACTORS.................................................................. 9 CAPITALIZATION................................................................ 17 USE OF PROCEEDS .............................................................. 18 BUSINESS DESCRIPTION . ........................................................ 19 ORE RESERVES ................................................................. 48 SELECTED FINANCIAL INFORMATION .............................................. 58 OPERATING AND FINANCIAL REVIEW .............................................. 59 REGULATION ................................................................... 90 SAFETY, HEALTH AND ENVIRONMENT, AND SUSTAINABLE DEVELOPMENT.............. 94 MANAGEMENT OF ANGLO AMERICAN PLC.......................................... 98 MAJOR SHAREHOLDER INFORMATION ............................................. 114 RELATED PARTY TRANSACTIONS.................................................. 115 DESCRIPTION OF THE NOTES AND THE GUARANTEES ................................ 116 BOOK-ENTRY SETTLEMENT AND CLEARANCE ...................................... 136 UNITED KINGDOM TAX CONSIDERATIONS .......................................... 138 MATERIAL UNITED STATES FEDERAL TAX CONSIDERATIONS .......................... 141 PLAN OF DISTRIBUTION . ........................................................ 143 TRANSFER RESTRICTIONS........................................................ 146 LEGAL MATTERS ............................................................... 149 INDEPENDENT AUDITORS ........................................................ 149 DESCRIPTION OF ANGLO AMERICAN CAPITAL PLC................................... 150 GENERAL INFORMATION. ........................................................ 151 i In connection with the issue of the Notes, any one of Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated or RBS Securities Inc. (the “Stabilizing Managers”) or any person acting on behalf of a Stabilizing Manager may over-allot Notes or effect transactions with a view to supporting the market price of the Notes at a level higher than that which might otherwise prevail. However, the Stabilizing Managers or person acting on their behalf is not under any obligation to do this. Any stabilization action may begin on or after the date on which adequate public disclosure of the terms of the offer of the Notes 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 Notes and 60 days after the date of the allotment of the Notes. Such stabilization shall be in accordance with all applicable laws, regulations and rules. NOTICE TO INVESTORS This Offering Memorandum is a confidential document that we are providing only to prospective purchasers of the Notes. You should read this Offering Memorandum before making a decision whether to purchase any Notes. You must not use this Offering Memorandum for any other purpose, make copies of any part of this Offering Memorandum or give a copy of it to any other person, or disclose any information in this Offering Memorandum to any other person. We have prepared this Offering Memorandum and we are responsible for its contents. You are responsible for making your own examination of us and your own assessment of the merits and risks of investing in the Notes. You should rely only on the information contained in and incorporated by reference into this Offering Memorandum. We have not authorized anyone to provide you with information, whether orally or in writing, either different from that contained in this Offering Memorandum or not set forth in this Offering Memorandum, and if you believe that there is any other information upon which you wish to rely that is either different from or not set forth in this Offering Memorandum, you should request that such information be included in a supplement to this Offering Memorandum, and, if not so included, you should not rely on it at all. We are offering to sell the Notes only where offers and sales are permitted. The information contained in this Offering Memorandum is accurate only as of the date of this Offering Memorandum, regardless of the time of delivery of this Offering Memorandum or any resale of the Notes. By purchasing any Notes, you will be deemed to have acknowledged that (1) you have reviewed this Offering Memorandum; (2) you have had an opportunity to review all information considered by you to be necessary to make your investment decision and to verify the accuracy of, or to supplement, the information contained in this Offering Memorandum; (3) you have not relied on the Initial Purchasers or any person affiliated with the Initial Purchasers in connection with your investigation of the accuracy of such information or your investment decision; (4) the Initial Purchasers are not responsible for, and are not making any representation to you concerning, our future performance or the accuracy or completeness of this Offering Memorandum; and (5) no person has been authorized to give any information or to make any representation concerning us or the Notes, other than as contained in this Offering Memorandum. If given or made,