launch of USD1.5 billion convertible bond

News Type : Official Announcement

Anglo -- launch of USD1.5 billion convertible bond

Anglo (the "company" or the "Issuer") announced that it intends to make an offering of USD1.5 billion principal amount of convertible bonds ("bonds") due 2014 (the "Offering") in order to further strengthen its balance sheet, diversify its sources of funding and lengthen its debt maturity profile. The proceeds of the offering will be used for general corporate purposes. Under the terms of the offering, there will be a 90-day lock-up period on issuances or sales of shares or equity-linked securities by the company, subject to certain customary exceptions.

The aggregate principal amount of the issue is USD1.5 billion which may be increased to USD1.7 billion in the event the over-allotment option granted to the joint bookrunners is exercised in full. The bonds will be convertible into new ordinary shares of Anglo ("shares") and are expected to have a semi-annual coupon in the range of 4.25-4.75% per annum and an expected initial conversion price at a premium of 30-35% above the weighted average price of the Shares during the course of Thursday, 16 April 2009, up to the time of pricing. The bonds will be issued at 100% of their principal amount and, unless previously redeemed, converted or cancelled, will mature on the fifth anniversary of the issue of the bonds in 2014. The company will have the option to call the bonds after the first three years, should the price of the shares exceed 130% of the then prevailing conversion price over a specified period. The final terms of the bonds are expected to be announced on Thursday, 16 April 2009. The bonds are being offered only to qualified investors within the meaning of Directive 2003/71/EC of the European Parliament and the Council of November 4th, 2003, in accordance with the respective regulations of each country in which the bonds are offered. The bonds are not being offered or sold in the United States of America or to, or for the account or benefit of, US persons. Settlement and delivery of the bonds is expected to take place no later than 7 May 2009.

Application will be made to the London Stock Exchange plc (the "London Stock Exchange") for the bonds to be listed on the official list of the London Stock Exchange and to be admitted to trading on the London Stock Exchange's Professional Securities Market. Listing particulars will be prepared in connection with the listing of the bonds.