Bond Anglo American Holdings PLC 4.125% ( US034863AG56 ) in USD

Issuer Anglo American Holdings PLC
Market price 100 %  ▼ 
Country  South Africa
ISIN code  US034863AG56 ( in USD )
Interest rate 4.125% per year ( payment 2 times a year)
Maturity 26/09/2022 - Bond has expired



Prospectus brochure of the bond Anglo American Capital PLC US034863AG56 in USD 4.125%, expired


Minimal amount 200 000 USD
Total amount 600 000 000 USD
Cusip 034863AG5
Standard & Poor's ( S&P ) rating BBB ( Lower medium grade - Investment-grade )
Moody's rating Baa2 ( Lower medium grade - Investment-grade )
Detailed description Anglo American Capital PLC is a UK-based investment company focused on natural resource assets, primarily through investments in and partnerships with companies operating in the mining and related sectors.

The Bond issued by Anglo American Holdings PLC ( South Africa ) , in USD, with the ISIN code US034863AG56, pays a coupon of 4.125% per year.
The coupons are paid 2 times per year and the Bond maturity is 26/09/2022

The Bond issued by Anglo American Holdings PLC ( South Africa ) , in USD, with the ISIN code US034863AG56, was rated Baa2 ( Lower medium grade - Investment-grade ) by Moody's credit rating agency.

The Bond issued by Anglo American Holdings PLC ( South Africa ) , in USD, with the ISIN code US034863AG56, was rated BBB ( Lower medium grade - Investment-grade ) by Standard & Poor's ( S&P ) credit rating agency.







OFFERING MEMORANDUM
NOT FOR GENERAL CIRCULATION IN THE UNITED STATES
US$1,350,000,000
29AUG201219075057
Anglo American Capital plc
US$750,000,000 2.625% Senior Notes due 2017
US$600,000,000 4.125% Senior Notes due 2022
Guaranteed by Anglo American plc
Anglo American Capital plc (the ``Issuer'') is offering US$750 million of its 2.625% Senior Notes due 2017 (the ``2017
Notes'') and US$600 million of its 4.125% Senior Notes due 2022 (the ``2022 Notes'' and, together with the 2017 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'', ``us'' or ``our''). Interest will be paid on the Notes semi-annually and in arrears on March 27 and
September 27 of each year, commencing on March 27, 2013. The 2017 Notes and the 2022 Notes will mature on
September 27, 2017 and September 27, 2022, respectively.
We have the option to redeem all or a portion 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.
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 162.
An investment in the Notes involves risks. See ``Risk Factors'' beginning on page 14.
Offering Price for the 2017 Notes: 99.949% plus accrued interest, if any, from September 27, 2012
Offering Price for the 2022 Notes: 99.248% plus accrued interest, if any, from September 27, 2012
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 (``Rule 144A'') and outside the United States to certain non-US
persons in accordance with Regulation S under the Securities Act. 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 ``Plan of Distribution'' and ``Transfer Restrictions''.
The Company's credit ratings have been issued by Moody's Investors Service Ltd. (``Moody's'') and Standard & Poor's
Credit Market Services Europe Limited (``S&P'') and are Baa1 (stable outlook) and BBB+ (stable 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 Financial
Services Authority as of October 31, 2011.
Barclays Capital Inc., Goldman, Sachs & Co., UBS Securities LLC, Citigroup Global Markets Inc., nabSecurities, LLC
and Standard Chartered Bank (collectively, the ``Joint Bookrunners'' or the ``Initial Purchasers'') expect to deliver the
Notes to purchasers on or about September 27, 2012 through the facilities of The Depository Trust Company including
its participants Euroclear Bank S.A./N.V. and Clearstream Banking, soci´
et´
e anonyme.
Joint Bookrunners
Barclays
Goldman, Sachs & Co.
UBS Investment Bank
Citigroup
nabSecurities, LLC
Standard Chartered Bank
Offering Memorandum dated September 21, 2012


TABLE OF CONTENTS
NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
ii
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA . . . . . . . . . . . . . . . . . .
iii
MISCELLANEOUS INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iii
NOTICE TO NEW HAMPSHIRE RESIDENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
iv
MARKET AND INDUSTRY DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
v
DEFINED TERMS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
vii
PRESENTATION OF FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xiii
NON-IFRS FINANCIAL MEASURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xv
SERVICE OF PROCESS AND ENFORCEMENT OF CIVIL LIABILITIES . . . . . . . . . . . . . .
xvii
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xviii
EXCHANGE RATE DATA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
xix
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE . . . . . . . . . . . . . . . . . .
xx
OVERVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1
RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
14
CAPITALIZATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
23
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
24
BUSINESS DESCRIPTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
25
ORE RESERVES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
70
SELECTED FINANCIAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
79
OPERATING AND FINANCIAL REVIEW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
80
REGULATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
129
SUSTAINABLE DEVELOPMENT (INCLUDING SAFETY, HEALTH, ENVIRONMENT
AND SOCIAL) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
134
MANAGEMENT OF ANGLO AMERICAN PLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
140
RELATED PARTY TRANSACTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
160
DESCRIPTION OF THE NOTES AND THE GUARANTEES . . . . . . . . . . . . . . . . . . . . . . . .
162
BOOK-ENTRY SETTLEMENT AND CLEARANCE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
184
UK TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
187
MATERIAL US FEDERAL TAX CONSIDERATIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
190
PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
193
TRANSFER RESTRICTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
197
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
201
INDEPENDENT AUDITORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
202
DESCRIPTION OF ANGLO AMERICAN CAPITAL PLC . . . . . . . . . . . . . . . . . . . . . . . . . . .
203
GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
204
i


In connection with the issue of the Notes, any one of Barclays Capital Inc., Goldman, Sachs & Co. or
UBS Securities LLC (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, there is no assurance that
the Stabilizing Managers (or persons acting on their behalf) will undertake any stabilization action. 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 date on which the Issuer received the proceeds of the offering, or no
later than 60 days after the date of the allotment of the Notes, whichever is the earlier. Any such
stabilization shall be carried out in accordance with all applicable laws, regulations and rules.
NOTICE TO INVESTORS
This Offering Memorandum is provided 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 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, any such other information or
representation should not be relied upon as having been authorized by us or the Initial Purchasers.
In making any investment decision, you must rely on your own examination of the Issuer and the
Company and the terms of this offering, including the merits and risks involved. You should not
construe anything in this Offering Memorandum as legal, business, tax or other advice. You should
consult with your own advisors as needed to assist you in making your investment decision and to
advise you whether you are legally permitted to purchase the Notes.
You must comply with all applicable laws and regulations in force in any jurisdiction in connection
with the possession or distribution of this Offering Memorandum and the purchase, offer or sale of the
Notes, and you must obtain any required consent, approval or permission for the purchase, offer or
ii


sale by you of the Notes under the laws and regulations applicable to you in force in any jurisdiction to
which you are subject or in which you make such purchases, offers or sales. Neither we nor the Initial
Purchasers are responsible for your compliance with these legal requirements.
We are offering the Notes and the Guarantees in reliance on exemptions from the registration
requirements of the Securities Act. These exemptions apply to offers and sales of securities that do not
involve a public offering.
The Notes are subject to restrictions on resale and transfer as described under ``Transfer
Restrictions''. By purchasing any Notes, you will be deemed to have made certain acknowledgments,
representations and agreements as described in that section of this Offering Memorandum. You may be
required to bear the financial risks of investing in the Notes for an indefinite period of time.
The Initial Purchasers make no representation or warranty, express or implied, as to the accuracy
or completeness of the information contained in this Offering Memorandum. Nothing contained in this
Offering Memorandum is, or should be relied upon as, a promise or representation by the Initial
Purchasers as to the past or future. The Initial Purchasers have not independently verified any of the
information contained herein (financial, legal or otherwise) and assume no responsibility for the
accuracy or completeness of any such information.
NOTICE TO INVESTORS IN THE EUROPEAN ECONOMIC AREA
This Offering Memorandum has been prepared on the basis that any offer of Notes in any
Member State of the European Economic Area which has implemented the Prospectus Directive (each,
a ``Relevant Member State'') other than offers (the ``Permitted Public Offers'') which are contemplated
in the Offering Memorandum once the Offering Memorandum has been approved by the competent
authority in that Relevant Member State and published or, where appropriate, approved in another
Relevant Member State and notified to the relevant competent authority in that Member State in
accordance with the Prospectus Directive, and in respect of which the Issuer has consented in writing
to the use of the Offering Memorandum, will be made pursuant to an exemption under the Prospectus
Directive from the requirement to publish a prospectus for offers of Notes. Accordingly any person
making or intending to make an offer in that Relevant Member State of Notes which are the subject of
the offering contemplated in this Offering Memorandum, other than the Permitted Public Offers, may
only do so in circumstances in which no obligation arises for the Issuer or any Initial Purchaser to
publish a prospectus pursuant to Article 3 of the Prospectus Directive or supplement a prospectus
pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither the
Issuer nor the Initial Purchasers have authorised, nor do they authorise, the making of any offer (other
than Permitted Public Offers) of Notes in circumstances in which an obligation arises for the Issuer or
the Initial Purchasers to publish or supplement a prospectus for such offer. The expression ``Prospectus
Directive'' means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State), and includes any relevant
implementing measure in the Relevant Member State and the expression ``2010 PD Amending
Directive'' means Directive 2010/73/EU.
MISCELLANEOUS INFORMATION
This Offering Memorandum comprises a prospectus for the purposes of Art. 5.4 of the Prospectus
Directive (2003/71/EC) and has been filed with, and approved by, the Financial Services Authority and has
been made available to the public in accordance with requirements of the Prospectus Directive as
implemented in the UK.
To the extent that it is not distributed in connection with a Permitted Public Offer, this document is for
distribution only to persons who (i) have professional experience in matters relating to investments falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as
iii


amended, the ``Financial Promotion Order''), (ii) are persons falling within Article 49(2)(a) to (d) (``high
net worth companies, unincorporated associations etc'') of the Financial Promotion Order, (iii) are outside
the United Kingdom, or (iv) are persons to whom an invitation or inducement to engage in investment
activity (within the meaning of section 21 of the Financial Services and Markets Act 2000) in connection
with the issue or sale of any securities may otherwise lawfully be communicated or caused to be
communicated (all such persons together being referred to as ``relevant persons''). This document is directed
only at relevant persons and must not be acted on or relied on by persons who are not relevant persons. Any
investment or investment activity to which this document relates is available only to relevant persons and
will be engaged in only with relevant persons.
The Issuer and the Company accept responsibility for the information contained in this Offering
Memorandum. To the best of the knowledge of the Issuer and the Company (each having taken all
reasonable care to ensure that such is the case) the information contained in this Offering Memorandum is
in accordance with the facts and contains no omission likely to affect its import. Where the information in
this Offering Memorandum has been sourced from a third party, such information has been accurately
reproduced and so far as the Issuer and the Company are aware and are able to ascertain from information
published by that third party, no facts have been omitted which would render the reproduced information
inaccurate or misleading.
The distribution of this Offering Memorandum and the offering and sale of the Notes in certain
jurisdictions may be restricted by law. The Issuer, the Company and the Initial Purchasers require
persons in possession of this Offering Memorandum to inform themselves about and to observe any
such restrictions. This Offering Memorandum does not constitute an offer of, or an invitation to
purchase, any of the Notes in any jurisdiction in which such offer or invitation would be unlawful.
Notwithstanding anything herein to the contrary, investors may disclose to any and all persons,
without limitation of any kind, the US federal, state or local income tax treatment and tax structure of
the offering and all materials of any kind (including opinions or other tax analyses) that are provided
to the investors relating to such tax treatment and tax structure. However, any information relating to
the US federal, state or local income tax treatment or tax structure shall remain confidential (and the
foregoing sentence shall not apply) to the extent reasonably necessary to enable any person to comply
with applicable securities laws. For this purpose, ``tax structure'' means any facts relevant to the US
federal, state or local income tax treatment of the offering but does not include information relating to
the identity of the issuer of the securities, the issuer of any assets underlying the securities, or any of
their respective affiliates that are offering the securities.
NOTICE TO NEW HAMPSHIRE RESIDENTS
NEITHER THE FACT THAT A REGISTRATION STATEMENT OR AN APPLICATION FOR A
LICENSE HAS BEEN FILED UNDER CHAPTER 421-B OF THE NEW HAMPSHIRE REVISED
STATUTES ANNOTATED, 1955, AS AMENDED (``RSA 421-B''), WITH THE STATE OF NEW
HAMPSHIRE NOR THE FACT THAT A SECURITY IS EFFECTIVELY REGISTERED OR A
PERSON IS LICENSED IN THE STATE OF NEW HAMPSHIRE CONSTITUTES A FINDING BY
THE SECRETARY OF STATE THAT ANY DOCUMENT FILED UNDER RSA 421-B IS TRUE,
COMPLETE AND NOT MISLEADING. NEITHER ANY SUCH FACT NOR THE FACT THAT AN
EXEMPTION OR EXCEPTION IS AVAILABLE FOR A SECURITY OR A TRANSACTION MEANS
THAT THE SECRETARY OF STATE HAS PASSED IN ANY WAY UPON THE MERITS OR
QUALIFICATIONS OF, OR RECOMMENDED OR GIVEN APPROVAL TO, ANY PERSON,
SECURITY, OR TRANSACTION. IT IS UNLAWFUL TO MAKE, OR CAUSE TO BE MADE, TO ANY
PROSPECTIVE PURCHASER, CUSTOMER OR CLIENT ANY REPRESENTATION INCONSISTENT
WITH THE PROVISIONS OF THIS PARAGRAPH.
iv


MARKET AND INDUSTRY DATA
Market data and certain industry data and forecasts used throughout this Offering Memorandum
were obtained from internal Group surveys, market research, consultant surveys, publicly available
information, reports of governmental agencies and industry publications and surveys. Industry surveys,
publications, consultant surveys and forecasts generally state that the information contained therein has
been obtained from sources believed to be reliable, but that the accuracy and completeness of such
information is not guaranteed. We have not independently verified any of the data from third party
sources, nor have we ascertained the underlying economic assumptions relied upon therein. Similarly,
internal Group surveys, industry forecasts and market research, which we believe to be reliable, based
upon the Group's management's knowledge of the industry, have not been independently verified.
Forecasts are particularly likely to be inaccurate, especially over long periods of time. In addition, we
do not necessarily know what assumptions regarding general economic growth were used in preparing
the forecasts we cite. We do not make any representation as to the accuracy of information described
in this paragraph. Statements as to the Group's market position are based on the most currently
available data. While we are not aware of any misstatements regarding the Group's industry data
presented herein, our estimates involve risks and uncertainties and are subject to change based on
various factors, including those discussed under the heading ``Risk Factors'' in this Offering
Memorandum. Neither we nor the Initial Purchasers can guarantee the accuracy or completeness of
any such information contained in this Offering Memorandum. Where the information in this Offering
Memorandum has been sourced from a third party, such information has been accurately reproduced
and so far as the Issuer and Company are aware and are able to ascertain from information published
by that third party, no facts have been omitted which would render the reproduced information
inaccurate or misleading. Further, where the information in this Offering Memorandum has been
sourced from a third party, reference is made to the third party source where such information appears
in the Offering Memorandum.
FORWARD-LOOKING STATEMENTS
This Offering Memorandum includes ``forward-looking information'' within the meaning of
Section 27A of the Securities Act and Section 21E of the United States Securities Exchange Act of
1934, as amended, and the rules and regulations promulgated thereunder (the ``Exchange Act''). All
statements other than statements of historical fact are, or may be deemed to be, forward-looking
statements, including without limitation those concerning the economic outlook for the mining industry;
expectations regarding commodity prices, exchange rates, production, cash costs and other operating
results; growth prospects and outlook of our operations, individually or in the aggregate, including
without limitation the completion and commencement of commercial operations at our exploration and
production projects, the amount of projected capital expenditure for such projects and the likelihood of
retaining, renewing or obtaining licenses, permits, mining leases and other approvals or concluding joint
ventures or other agreements; the completion of acquisitions and dispositions; our liquidity and capital
resources and expenditure; our asset optimization program; our restructuring program; and the
outcome and consequences of any pending litigation, regulatory or similar proceedings. These forward-
looking statements are not based on historical facts, but rather reflect our current expectations
concerning future results and events and generally may be identified by the use of forward-looking
words or phrases such as ``believe'', ``aim'', ``expect'', ``anticipate'', ``intend'', ``foresee'', ``forecast'',
``likely'', ``should'', ``planned'', ``may'', ``estimated'', ``potential'', ``projected'', ``will'', ``continue'' or other
similar words and phrases. Similarly, statements that describe our objectives, plans or goals are or may
be forward-looking statements.
These forward-looking statements involve known and unknown risks, uncertainties and other
factors that may cause our actual results, performance or achievements to differ materially from the
anticipated results, performance or achievements expressed or implied by these forward-looking
v


statements. Although we believe that the expectations reflected in these forward-looking statements are
reasonable, no assurance can be given that such expectations will prove to have been correct.
The risk factors described in this Offering Memorandum could affect our future results, causing
these results to differ materially from those expressed in any forward-looking statements. These factors
are not necessarily all the important factors that could cause our actual results to differ materially from
those expressed in any forward-looking statements. Other unknown or unpredictable factors could also
have material adverse effects on future results.
You should review carefully all information, including the financial statements and the notes to the
financial statements, which are incorporated by reference into this Offering Memorandum. The
forward-looking statements included in this Offering Memorandum are made only as of the last
practicable date prior to the date hereof. Neither we nor the Initial Purchasers undertake any
obligation to update publicly or release any revisions to these forward-looking statements to reflect
events or circumstances after the date of this Offering Memorandum or to reflect the occurrence of
unanticipated events. All subsequent written and oral forward-looking statements attributable to us or
any person acting on our behalf are qualified by the cautionary statements in this section.
vi


DEFINED TERMS
Defined Term
Definition
``2017 Notes''
2.625% Senior Notes due 2017
``2022 Notes''
4.125% Senior Notes due 2022
``AA Sur''
Anglo American Sur SA
``AAS''
Anglo American Services (UK) Ltd.
``AASA''
Anglo American South Africa Limited (formerly
known as Anglo American Corporation of South
Africa Limited)
``Amap´
a''
Anglo Ferrous Amap´
a Minera¸c~
ao ltda
``Anglo American'', ``Company''
Anglo American plc
``Anglo American Capital'', ``Issuer''
Anglo American Capital plc
``Anglo American Group'', ``Group'', ``us'', ``we''
Anglo American, together with its subsidiaries,
and ``our''
joint ventures and associates
``Anglo American Platinum''
Anglo American Platinum Limited (previously
Anglo Platinum Limited)
``AngloGold''
AngloGold Ashanti Limited
``Anooraq''
Anooraq Resources Corporation
``AO''
The Group's Asset Optimization Program
``AOSC''
Asset Optimization and Supply Chain
``ArcelorMittal''
ArcelorMittal South Africa Limited
``Australian dollar'', ``AUD''
The lawful currency of Australia
``BBBEE''
Broad-Based Black Economic Empowerment
``BBBEE Act''
The South African Broad-Based Black Economic
Empowerment Act, 2003
``BEE''
Black Economic Empowerment
``Board''
The Board of Directors of Anglo American
``Black Mountain''
Black Mountain Mining (Proprietary) Limited
``Brazilian real'', ``BRL''
The lawful currency of Brazil
``British pound'', ``GBP''
The lawful currency of the United Kingdom
``BRPM''
Bafokeng-Rasimone platinum mine
``BSP''
The Bonus Share Plan
``Catal~
ao''
Minera¸c~
ao Catal~
ao de Goi´
as Limitada
``CC''
The UK Competition Commission
``Cerrej´
on''
Carbones del Cerrej´
on Coal Limited, Cerrej´
on
Zona Norte S.A., and Coal Marketing Company
Limited
``Charter''
The Broad-Based Socio-Economic Empowerment
Charter for the South African Mining Industry
``Chilean peso'', ``CLP''
The lawful currency of Chile
vii


Defined Term
Definition
``CHL''
CHL Holdings Limited
``CHL Group''
CHL and CIL, taken together
``CIL''
Centhold International Limited
``Codelco''
Corporaci´
on Nacional del Cobre de Chile
``Copebr´
as''
Copebr´
as Limitada
``c/lb''
US cents per pound
``DBCM''
De Beers Consolidated Mines Limited
``DBUK''
De Beers UK Limited
``De Beers''
De Beers S.A. and DB Investments SA
``Deloitte''
Deloitte LLP
``Diamond Trading''
Diamond Trading Company
``Directive on Markets in Financial Instruments''
Directive 2004/39/EC
``DTC''
The Depository Trust Company
``DOP''
The Company's Discretionary Option Plan
``Enami''
Empresa Nacional de Miner´ia
``Epoch 2''
Epoch Two Investment Holdings Limited
``EPS''
Earnings per share
``erpo''
The equivalent refined platinum ounce in respect
of Platinum's own mines plus its share of joint
ventures
``Eskom''
Eskom Holdings Limited (the South African
electrical utility operator)
``ESOS''
Executive Share Option Scheme
``EU IFRS''
International Financial Reporting Standards as
adopted for use by the European Union
``Euro'', ``EUR''
The lawful common currency of the EU member
states who have adopted the Euro as their sole
national currency
``Exchange Act''
The United States Securities Exchange Act of
1934, as amended, and the rules and regulations
promulgated thereunder
``ExCo''
The Executive Committee of the Board of
Directors of Anglo American plc
``Exxaro''
Exxaro Resources Limited (formerly known as
Kumba Resources Limited)
``FIEL''
Financial Exchange Law of Japan (Law No. 25 of
1998, as amended)
``FSMA''
The Financial Services and Markets Act 2000
``GEMCO''
Groote Eylandt Mining Company (Proprietary)
Limited
viii


Defined Term
Definition
``GMC''
Group Management Committee
``GRB''
The Government of the Republic of Botswana
``GRN''
The Government of the Republic of Namibia
``Group 2010 Financial Statements''
The audited consolidated financial statements of
the Anglo American Group and notes prepared in
accordance with EU IFRS and Company financial
statements prepared in accordance with
UK GAAP, together with the related independent
auditor's audit report, as at and for the year
ended December 31, 2010, together with the other
materials referenced in sections (d), (e) and (f) on
page xx hereof
``Group 2011 Financial Statements''
The audited consolidated financial statements of
the Anglo American Group and notes prepared in
accordance with EU IFRS and Company financial
statements prepared in accordance with
UK GAAP, together with the related independent
auditor's audit report, as at and for the year
ended December 31, 2011, together with the other
materials referenced in sections (b) and (c) on
page xx hereof
``Group 2012 Condensed Interim Financial
The unaudited consolidated condensed financial
Statements''
statements of the Anglo American Group and
notes prepared in accordance with EU IFRS
together with the related independent auditor's
review report, as at and for the six months ended
June 30, 2012
``HDSAs''
Historically disadvantaged South Africans
``Hulamin''
Hulamin Limited
``H1 2011''
Six months ended June 30, 2011
``H1 2012''
Six months ended June 30, 2012
``H2 2011''
Six months ended December 31, 2011
``H2 2012''
Six months ended December 31, 2012
``IDC''
Industrial Development Corporation of South
Africa
``Indenture''
The Indenture, dated April 8, 2009, as
supplemented by the first supplemental indenture
dated April 2, 2012, under which the Notes will
be issued, among the Issuer, Anglo American and
Citibank, N.A.
``Initial Purchasers''
Together, Barclays Capital Inc., Goldman,
Sachs & Co., UBS Securities LLC, Citigroup
Global Markets Inc., nabSecurities, LLC and
Standard Chartered Bank
``Iron Ore Brazil''
The Minas-Rio Project
ix