Baar, Switzerland
16 June, 2014
Invitation by Glencore Finance (Europe) S.A. to holders of its outstanding USD2,300,000,000 5.00 per cent. Convertible Bonds due 2014 (ISIN XS0475310396) (the "Bonds") convertible into shares of Glencore plc to tender their Bonds for repurchase via a reverse bookbuilding process
Glencore Finance (Europe) S.A. ("Glencore") hereby announces that it intends to invite holders of the Bonds to tender their Bonds for repurchase by Glencore for cash (the "Repurchase"). Glencore is targeting an aggregate principal amount of approximately USD 600 million for the Repurchase. The Repurchase will be financed with Glencore's current liquidity position.
Citigroup Global Markets Limited and Société Générale Corporate & Investment Banking are acting as Joint Dealer Managers in connection with the Repurchase, which will be conducted on the date of this announcement by solicitation of indications from certain holders of the Bonds, outside the United States and subject to the Invitation and Distribution Restrictions below, of their interest in selling such Bonds to Glencore as part of a reverse bookbuilding process. Depending on the indications of interest received, Glencore may decide not to repurchase the Bonds which are tendered.
If any Bonds are repurchased, the purchase price that Glencore will pay for each Bond will be determined pursuant to a modified Dutch auction procedure with a minimum purchase price per Bond of 108.50% of the principal amount of such Bond (excluding accrued interest per Bond of USD 2,361.11).
Glencore retains complete discretion as to the final size of the Repurchase and may in its sole discretion determine not to proceed with the Repurchase. The reverse bookbuilding period is expected to close at 5.00 pm (London time) on the date of this announcement, subject to the right of Glencore to close or extend, at its sole discretion, the reverse bookbuild at any time. Glencore encourages holders to contact the Joint Dealer Managers promptly if they wish to participate in the reverse bookbuilding as Glencore retains the right to close the bookbuilding period early. It is expected that the purchase price and the principal amount of the Bonds accepted for repurchase will be confirmed on 16 June 2014 and the settlement date in relation to the Bonds to be repurchased is expected to be on 20 June 2014. Accrued interest will be paid on Bonds tendered and accepted for repurchase up to (but excluding) the Settlement Date.
The Bonds repurchased pursuant to the Repurchase will be cancelled in accordance with their terms and conditions. The Bonds that are not successfully tendered and repurchased will remain outstanding and subject to their terms and conditions. The Company reserves the right to repurchase Bonds on or off market at any time.
During the reverse bookbuilding process, a holder of Bonds may only submit indication of interest through either of the Joint Dealer Managers. Holders of the Bonds will not be able to submit indications of interest or offers through Euroclear Bank S.A./N.V. or Clearstream Banking.
Contact details of the Joint Dealer Managers are as follows:
Citigroup Global Markets Limited Société Générale Corporate & Investment Banking
Citigroup Centre CORI/COR/SYN, Tours Société Générale
33 Canada Square 17 Cours Valmy
London E14 5LB 92987 Paris La Defense, 7 Cedex
United Kingdom France
Attn: Equity Syndicate Desk Attn: Equity Syndicate Desk
Tel: + 44 20 7986 0015 Tel: +33 1 42 13 54 26
Fax: + 44 20 7986 1103 Fax: + 33 1 42 13 75 51
E-mail: [email protected] E-mail: [email protected]
About Glencore
Glencore plc is one of the world's largest global diversified natural resource companies. As a leading integrated producer and marketer of commodities with a well-balanced portfolio of diverse industrial assets, we are strongly positioned to capture value at every stage of the supply chain, from sourcing materials deep underground to delivering products to an international customer base.
The Group's industrial and marketing activities are supported by a global network of more than 90 offices located in over 50 countries. Our diversified operations comprise over 150 mining and metallurgical sites, offshore oil production assets, farms and agricultural facilities. We employ approximately 200,000 people, including contractors.
Disclaimer
None of Glencore, its affiliates or any of the Joint Dealer Managers make any recommendation as to whether holders of Bonds should participate in the Repurchase, and no person has been authorised by any of them to make such a recommendation. Holders of Bonds must make their own decisions as to whether or not to tender their Bonds.
THE JOINT DEALER MANAGERS ARE ACTING ON BEHALF OF GLENCORE AND NO ONE ELSE IN CONNECTION WITH THE REPURCHASE AND WILL NOT BE RESPONSIBLE TO ANY OTHER PERSON FOR PROVIDING THE PROTECTIONS AFFORDED TO CLIENTS OF THE JOINT DEALER MANAGERS, OR FOR PROVIDING ADVICE IN RELATION TO THE REPURCHASE.
The Joint Dealer Managers are entitled to hold positions in the Bonds either for their own account or for the account, directly or indirectly, of third parties. The Joint Dealer Managers are entitled to continue to hold or dispose of, in any manner they may elect, any Bonds they may hold as at the date of this announcement or, from such date, to acquire further Bonds, subject to applicable law and may or may not participate in the Repurchase in respect of such Bonds. No such submission or non-submission by any Joint Dealer Manager should be taken by any holder of Bonds or any other person as any recommendation or otherwise by, as to the merits of participating in the Repurchase.
Invitation and Distribution Restrictions
The distribution of this announcement in certain jurisdictions may be restricted by law. Persons into whose possession this announcement comes are required to inform themselves about, and to observe, any such restrictions.
This announcement does not constitute an offer to buy or a solicitation of an offer to sell any Bonds.
Bonds will not be accepted for Repurchase from holders of Bonds in any jurisdiction in which any offer or solicitation is unlawful.
In those jurisdictions where the securities, blue sky or other laws require the invitation to holders to be made by a licensed broker or dealer and the Joint Dealer Managers or any of its respective affiliates are such licensed brokers or dealers in such jurisdictions, the offer shall be deemed to be made by the Joint Dealer Managers or an affiliate, as the case may be, on behalf of the purchaser in such jurisdictions.
United States of America
The Repurchase is not being made, and will not be made, directly or indirectly in or into, or by use of the mail of, or by any means or instrumentality of interstate or foreign commerce of or of any facilities of a national securities exchange of, the United States. This includes, but is not limited to, facsimile transmission, electronic mail, telex, telephone and the internet. The Repurchase shall not be made by any such means, instrumentality or facility from or within the United States. Accordingly, copies of this announcement and any other documents or materials relating to the Repurchase are not being, and must not be, directly or indirectly mailed or otherwise transmitted, distributed or forwarded (including, without limitation, by custodians, nominees or trustees) in or into the United States. Any purported tender for Bonds in the Repurchase resulting directly or indirectly from a violation of these restrictions will be invalid and any purported tender for Bonds made by a person located in the United States or any agent, fiduciary or other intermediary acting on a non-discretionary basis for a principal giving instructions from within the United States will be invalid and will not be accepted.
Each holder of Bonds participating in the Repurchase will be deemed to represent that it is not located in the United States and is not participating in the Repurchase from the United States or it is acting on a non-discretionary basis for a principal located outside the United States that is not giving an order to participate in the Repurchase from the United States. For the purposes of this and the above paragraph, "United States" means the United States of America, its territories and possessions, any state of the United States of America and the District of Columbia.
United Kingdom
This announcement and any other documents or materials relating to the Repurchase is for distribution within the United Kingdom 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 (the "FSMA") (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) of the Financial Promotion Order or (iii) are persons to whom an invitation or inducement to engage in investment activity (within the meaning of section 21 of the FSMA) in connection with the Repurchase may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons").
This announcement and any other documents or materials relating to the Repurchase 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 announcement and any other documents or materials relating to the Repurchase relates is available only to Relevant Persons and will be engaged in only with Relevant Persons.
The Republic of Italy
Neither this announcement nor any other documents or materials relating to the Repurchase have been or will be submitted to the clearance procedure of the Commissione Nazionale per le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations.
The Repurchase is being carried out in the Republic of Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the "Financial Services Act") and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended (the "Issuers' Regulation"), as the case may be. The Repurchase is also being carried out in compliance with article 35-bis, paragraph 7 of the Issuers' Regulation.
A holder of Bonds located in the Republic of Italy can offer or tender Bonds in the Repurchase through authorised persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Bonds or the Repurchase.
France
The Repurchase is not being made, directly or indirectly, to the public in France. Neither this announcement nor any other documents or offering materials relating to the Repurchase have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés),all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-3 of the French Autorité des marchés financiers Code monétaire et financier, are eligible to participate in the Repurchase. This announcement has not been submitted to the clearance procedures (visa) of the Autorité des marchés financiers.
Spain
Neither this announcement nor the Repurchase constitute an offer of securities or the solicitation of an offer of securities to the public in Spain under Law 24/1988, of 28 July, on the Spanish Securities Market, the Royal Decree 1310/2005, of 4 November and the Royal Decree 1066/2007, of 27 July, all of them as amended, and any regulation issued thereunder. Accordingly, this Memorandum has not been and will not be submitted for approval nor approved by the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores).
