Obligation Anglo American plc 5.75% ( AU0000AQMHA7 ) en AUD

Anglo American plc

100 % ⇌

Afrique du Sud

AU0000AQMHA7 ( en AUD )

5.75% par an ( paiement annuel )

27/11/2018 - Obligation échue

Prospectus brochure de l'obligation Anglo American AU0000AQMHA7 en AUD 5.75%, échue

10 000 AUD

500 000 000 AUD

Anglo American est une société minière multinationale britannique, cotée en bourse à Londres et Johannesburg, spécialisée dans l'extraction et la production de métaux précieux, de métaux de base et de diamants.

L'Obligation émise par Anglo American plc ( Afrique du Sud ) , en AUD, avec le code ISIN AU0000AQMHA7, paye un coupon de 5.75% par an.
Le paiement des coupons est annuel et la maturité de l'Obligation est le 27/11/2018

Series No.:
1

Tranche No.:
1

A$5,000,000,000 Debt Issuance Programme
Issue of
A$500,000,000 5.75%Fixed Rate Notes due 27 November 2018 ("Notes")
by
Anglo American Capital plc
unconditionally and irrevocably
guaranteed by
Anglo American plc

The date of this Pricing Supplement is 25 November 2013.
This Pricing Supplement (as referred to in the Information Memorandum dated 22 August 2013
("Information Memorandum") in relation to the above Programme) relates to the Tranche of Notes
referred to above. It is supplementary to, and should be read in conjunction with the terms and
conditions of the Notes contained in the Information Memorandum ("Conditions"), the Information
Memorandum and the Note Deed Poll dated 22 August 2013 made by the Issuer. Unless otherwise
indicated, terms defined in the Conditions have the same meaning in this Pricing Supplement.
This Pricing Supplement does not constitute, and may not be used for the purposes of, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorised or to any
person to whom it is unlawful to make such offer or solicitation, and no action is being taken to permit an
offering of the Notes or the distribution of this Pricing Supplement in any jurisdiction where such action is
required.
The particulars to be specified in relation to the Tranche of Notes referred to above are as follows:
1
Issuer
:
Anglo American Capital plc
2
Guarantor
:
Anglo American plc
3
Type of Note
:
Fixed Rate
4
Method of distribution
:
Syndicated Issue
5
Joint Lead Managers
:
Australia and New Zealand Banking Group
Limited (ABN 11 005 357 522)
National Australia Bank Limited (ABN 12 004
044 937)
UBS AG, Australia Branch (ABN 47 088 129
613)
1
11684597_5

6
Dealers
:
Australia and New Zealand Banking Group
Limited
National Australia Bank Limited
UBS AG, Australia Branch
7
Registrar
:
Citigroup Pty Limited (ABN 88 004 325 080)
8
Issuing and Paying Agent
:
Citigroup Pty Limited
9
Calculation Agent

Citigroup Pty Limited
10
Series particulars (Fungibility with
:
Not applicable
other Tranches)
11
Aggregate Principal Amount of
:
A$500,000,000
Tranche
12
Issue Date
:
27 November 2013
13
Issue Price
:
98.870% of the Aggregate Principal Amount of
the Tranche
14
Currency
:
A$
15
Denomination
:
A$10,000 per Note
The aggregate consideration payable for offers
or transfers of the Notes in Australia must be at
least A$500,000 (or its equivalent in an
alternative currency, in each case, disregarding
moneys lent by the offeror or its associates) or
the offer or invitation resulting in the issue or
transfer of the Notes does not otherwise require
disclosure to investors under Parts 6D.2 or 7.9
of the Corporations Act
16
Maturity Date
:
27 November 2018
17
Record Date
:
As per the Conditions
18
Redemption Amount
:
Outstanding principal amount as at the date of
redemption
19
Condition 7 (Fixed Rate Notes)
:
Yes
applies

Fixed Coupon Amount
:
A$287.50 per A$10,000 specified denomination,
payable semi-annually in arrear

Interest Rate
:
5.75% per annum

Interest Commencement Date
:
Issue Date

Interest Payment Dates
:
27 May and 27 November of each year,
commencing on 27 May 2014 up to, and
including, the Maturity Date

Business Day Convention
:
Following Business Day Convention

2

Day Count Fraction
:
RBA Bond Basis
20
Condition 8 (Floating Rate Notes)
:
No
applies

21
Amortisation Yield
:
Not applicable
22
Instalment Details
:
Not applicable
23
Details of Partly Paid Notes
:
Not applicable
24
Condition 10.4 (Holder put) applies
:
Yes, the Notes are redeemable before their
Maturity Date at the option of the Holders on the
conditions as set out in Annexure A to this
Pricing Supplement

Early Redemption Date(s) (Put)
:
As set out in Annexure A

Minimum / maximum notice period for
:
As set out in Annexure A
exercise of Holder put

Relevant conditions to exercise of
:
As set out in Annexure A
Holder put

Redemption Amount
:
As set out in Annexure A
25
Condition 10.5 (Issuer call) applies
:
No

26
Minimum / maximum notice period for
:
As per Condition 10.3
early redemption for taxation purposes
27
Clearing System(s)
:
Austraclear System
Interests in the Notes may also be traded
through
Euroclear
and
Clearstream,
Luxembourg as described in the Information
Memorandum
28
ISIN
:
AU0000AQMHA7
29
Common Code
:
099742011
30
Listing
:
Application will be made for the Notes to be
listed on the Australian Securities Exchange
operated by ASX Limited (ABN 98 008 624
691)

31
Credit ratings:
:
The Notes have been assigned the following
ratings:

Standard & Poor's: BBB

Moody's: Baa2
A credit rating is not a recommendation to buy,
sell or hold Notes and may be subject to
revision, suspension or withdrawal at any time

3

ANNEXURE A
The following shall apply to the Notes. Terms used but not otherwise defined in this Annexure shall
have the meaning given in the Conditions.
Annexure 1 Change of Control
The following shall apply to the Notes. Terms used but not otherwise defined in this Annexure shall
have the meaning given in the Conditions.
(a) Upon the occurrence of a Change of Control Event, each Holder may require the Issuer to
redeem, or at the Issuer's option, purchase (or procure the purchase of) all or some only of the
Notes held by that Holder at the Redemption Amount plus accrued but unpaid interest, if any,
to (but excluding) the date of redemption (the "Change of Control Redemption Price").

(b) Promptly upon the Issuer becoming aware that a Change of Control Event has occurred, the
Issuer shall give notice to the Holders in accordance with Condition 20.1 ("Notice to Holders")
specifying the nature of the Change of Control Event and the procedure for requiring the
Issuer to redeem (or purchase, as the case may be) the Notes.

(c) The Issuer must redeem the Notes specified by the Holder at the Change of Control
Redemption Price if, within 30 days of the occurrence of the Change of Control Event, the
Holder has given written notice to the Issuer (with a copy to the Registrar) by delivering to the
Specified Office of the Issuer and the Registrar during normal business hours specifying the
amount of Notes to be redeemed.

(d) If Holders holding 80% or more of the then aggregate outstanding principal amount of Notes
provide such notice to the Issuer, then the Issuer may, but shall not be obliged to do so,
redeem or purchase (or procure the purchase of) all remaining outstanding Notes at the
Change of Control Redemption Price by giving not less than 30 nor more than 60 days notice
to the Holders (such notice to be given within 30 days of the expiry of the notice period
specific in paragraph (c) above).
A Holder may not require the Issuer to redeem any Note under this Annexure A if the Issuer has given
notice that it will redeem the Note under Condition 10.3 ("Early redemption for tax reasons") or
Condition 10.5 ("Early redemption at the option of the Issuer (Issuer call)").
For the purposes of this Annexure, the following expressions have the following meanings:
a Change of Control shall be deemed to have occurred if an offer is made to all (or as nearly as may
be practicable all) shareholders of the Guarantor (or all (or as nearly as may be practicable all) such
shareholders other than the offeror and/or any associate of the offeror (as defined in Section 988(1) of
the Companies Act 2006 of the United Kingdom)) to acquire all or a majority of the issued ordinary
share capital of the Guarantor or if any person proposes a scheme with regard to such acquisition
(other than an Exempt Newco Scheme) and (such offer or scheme having become or been declared
unconditional in all respects or having become effective) the right to cast more than 50 per cent. of the
votes which may ordinarily be cast on a poll at a general meeting of the Guarantor has or will become
unconditionally vested in any person and/or any associate of that person (as defined in Section 988(1)
of the Companies Act 2006 of the United Kingdom);
a Change of Control Event will be deemed to occur if a Change of Control has occurred and:
(a)
on the date (the "Relevant Announcement Date") that is the earlier of (i) the date of the first
public announcement of the relevant Change of Control and (ii) the date of the earliest
Relevant Potential Change of Control Announcement (if any), the Notes carry from any Rating
Agency (as defined below):
(i)
an investment grade credit rating (Baa3/BBB-, or equivalent, or better), at the
invitation of the Guarantor (or where there is no rating from any Rating Agency
assigned at the invitation of the Guarantor, the then investment grade credit rating (if

5

any) from any Rating Agency of its own volition) and such rating from any Rating
Agency is, within the Change of Control Period, either downgraded to a non-
investment grade credit rating (Ba1/BB+, or equivalent, or worse) (a "Non-
Investment Grade Rating") or withdrawn and is not, within the Change of Control
Period, subsequently (in the case of a downgrade) upgraded or (in the case of a
withdrawal) reinstated to an investment grade credit rating by such Rating Agency; or
(ii)
a Non-Investment Grade Rating at the invitation of the Guarantor (or where there is
no rating from any Rating Agency assigned at the invitation of the Guarantor, the then
Non-Investment Grade Rating (if any) from any Rating Agency of its own volition),
and such rating from any Rating Agency is, within the Change of Control Period,
either downgraded by one or more notches (by way of example, Ba1 to Ba2 being
one notch) or withdrawn and is not, within the Change of Control Period,
subsequently (in the case of a downgrade) upgraded or (in the case of a withdrawal)
reinstated to its earlier credit rating or better by such Rating Agency; or
(iii)
no credit rating and a Negative Rating Event also occurs within the Change of Control
Period,
provided that if at the time of the occurrence of the Change of Control the Notes carry a credit
rating from more than one Rating Agency, at least one of which is investment grade, then sub-
paragraph (i) will apply; and
(b)
in making any decision to downgrade or withdraw a credit rating pursuant to paragraphs (a)(i)
and (ii) above or not to award a credit rating of at least investment grade as described in
paragraph (ii) of the definition of "Negative Rating Event", the relevant Rating Agency
announces publicly or confirms in writing to the Guarantor that such decision(s) resulted, in
whole or in part, from the occurrence of the Change of Control or the Relevant Potential
Change of Control Announcement;
Change of Control Period means the period commencing on the Relevant Announcement Date and
ending 60 calendar days following the Change of Control (or such longer period for which the Notes
are under consideration (such consideration having been announced publicly within the period ending
60 calendar days after the Change of Control) for rating review or, as the case may be, rating by a
Rating Agency, such period not to exceed 60 calendar days after the public announcement of such
consideration);
Exempt Newco Scheme means a Newco Scheme where, immediately after completion of the
relevant Scheme of Arrangement, the ordinary shares of Newco or depositary or other receipts or
certificates representing ordinary shares of Newco are (1) admitted to trading on the London Stock
Exchange plc or if at the relevant time the ordinary shares of the Guarantor are not at that time listed
and admitted to trading on the London Stock Exchange plc, the principal stock exchange or securities
market on which the ordinary shares of the Guarantor are then listed, admitted to trading or quoted or
accepted for dealing or (2) admitted to listing on such other regulated, regularly operating, recognised
stock exchange or securities market as the Guarantor or Newco may determine;
Newco Scheme means a scheme of arrangement or analogous proceeding ("Scheme of
Arrangement") which effects the interposition of a limited liability company ("Newco") between the
shareholders of the Guarantor immediately prior to the Scheme of Arrangement (the "Existing
Shareholders") and the Guarantor, provided that (A) only ordinary shares of Newco or depositary or
other receipts or certificates representing ordinary shares of Newco are issued to Existing
Shareholders, (B) immediately after completion of the Scheme of Arrangement the only shareholders
of Newco or, as the case may be, the only holders of depositary or other receipts or certificates
representing ordinary shares of Newco are Existing Shareholders, (C) immediately after completion of
the Scheme of Arrangement, Newco is (or one or more wholly owned subsidiaries of Newco are) the
only shareholder of the Guarantor, (D) all subsidiaries of the Guarantor immediately prior to the
Scheme of Arrangement (other than Newco, if Newco is then a subsidiary of the Guarantor) are
subsidiaries of the Guarantor (or of Newco) immediately after completion of the Scheme of
Arrangement, and (E) immediately after completion of the Scheme of Arrangement the Issuer (or
Newco) holds, directly or indirectly, the same percentage of the ordinary share capital and equity

6

share capital of those subsidiaries as was held by the Guarantor immediately prior to the Scheme of
Arrangement;
a Negative Rating Event shall be deemed to have occurred if at such time as there is no rating
assigned to the Notes by a Rating Agency (i) the Guarantor does not, either prior to, or not later than
21 days after, the occurrence of the Change of Control seek, and thereafter throughout the Change of
Control Period use all reasonable endeavours to obtain, a rating of the Notes or any other unsecured
and unsubordinated debt of the Guarantor or (ii) if the Guarantor does so seek and use such
endeavours, it is unable to obtain such a rating of at least investment grade by the end of the Change
of Control Period;
Rating Agency means Moody's Investors Service, Inc. or Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies Inc., or any of their respective successors or any rating
agency (a "Substitute Rating Agency") substituted for any of them by the Guarantor from time to
time; and
Relevant Potential Change of Control Announcement means any public announcement or
statement by or on behalf of the Guarantor, any actual or potential bidder or any adviser acting on
behalf of any actual or potential bidder relating to any potential Change of Control where, within 180
days following the date of such announcement or statement, a Change of Control occurs.

* * * * * *

7