THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, JERSEY, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL. THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, JERSEY, SOUTH AFRICA OR ANY JURISDICTION IN WHICH THE SAME WOULD BE UNLAWFUL.
Baar, Switzerland
16 September, 2015
Results of placing of 1,307,794,600 new ordinary shares at a placing price of 125 pence per share
Glencore plc ("Glencore" or the "Company") is pleased to announce the completion of the placing announced on 15 September 2015 (the "Placing").
A total of 1,307,794,600 new ordinary shares (the "New Shares") in Glencore have been placed with existing and new institutional shareholders and certain Directors and employees of Glencore at a price of 125 pence per New Share (the "Placing Price"), raising gross proceeds of approximately £1.6 billion / US$2.5 billion. The New Shares being issued represent approximately 9.99 per cent. of the Company's issued ordinary share capital (excluding treasury shares) prior to the Placing.
The New Shares will, when issued, be credited as fully paid and will rank equally in all respects with the existing ordinary shares in the capital of the Company, including the right to receive all dividends and other distributions declared, made or paid in respect of such shares after the date of issue of the New Shares.
Application will be made to the Financial Conduct Authority for admission of the New Shares to the premium listing segment of the Official List and to the London Stock Exchange (the "LSE") for admission to trading of the New Shares on the LSE's main market for listed securities (together "Admission"). It is expected that Admission will take place at 8:00 a.m. on 21 September 2015 (at which time the Placing will become unconditional) and that dealings in the New Shares on the LSE's main market for listed securities will commence at the same time. Applications to the Hong Kong Stock Exchange (the "HKSE") and the Johannesburg Stock Exchange (the "JSE") have been or will be made to list the New Shares.
Director and employee participation and Related Party Transactions
Directors and employees of Glencore have taken up 22 per cent of the New Shares in accordance with the commitments announced on 7 September 2015.
The participation of certain Directors and employees of Glencore (as required to be disclosed under Listing Rule 11.1.10) who have taken up New Shares at the Placing Price is as follows:
Name of Director/employee |
Number of existing ordinary shares beneficially held prior to Admission |
Per cent of existing ordinary shares* beneficially held prior to Admission |
Number of ordinary shares subscribed for at the Placing Price |
Number of ordinary shares beneficially held immediately following Admission |
Per cent of issued ordinary shares* beneficially held immediately following Admission |
Ivan Glasenberg |
1,101,848,752 |
8.42% |
110,109,098 |
1,211,957,850 |
8.42% |
Daniel Mate |
421,968,330 |
3.22% |
42,167,813 |
464,136,143 |
3.22% |
Telis Mistakidis |
414,730,597 |
3.17% |
41,444,537 |
456,175,134 |
3.17% |
*Excluding treasury shares.
Each of the subscriptions in the above table constitutes a smaller related party transaction as defined in Listing Rule 11.1.10.
Glencore's enlarged issued ordinary share capital immediately following the issue of the New Shares will be 14,586,200,066 ordinary shares of US$0.01 each. Each ordinary share carries one voting right except for the 191,459,158 shares which the Company holds in treasury. Therefore, the total number of voting rights in Glencore immediately following the issue of the New Shares will be 14,394,740,908. This figure may be used by shareholders as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change in interest in, the share capital of the Company under the Disclosure and Transparency Rules.
For further information please contact:
Glencore plc
Citi (Joint Bookrunner)
Michael Lavelle |
t: +44 20 7986 4000 |
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Tom Reid |
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Robert Way |
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Morgan Stanley (Joint Bookrunner)
Michel Antakly |
t: +44 20 7425 8000 |
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Paul Baker |
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Henrik Gobel |
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Barclays (Co-Bookrunner)
Michael Rawlinson |
t: +44 20 7623 2323 |
Matthew Bungey |
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Steven Halperin |
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Linklaters LLP is providing legal advice to Glencore plc.
www.glencore.com
www.youtube.com/glencorevideos
About the Company
Glencore is one of the world's largest global diversified natural resource companies and a major producer and marketer of more than 90 commodities. Glencore's operations comprise of over 150 mining and metallurgical sites, oil production assets and agricultural facilities.
With a strong footprint in both established and emerging regions for natural resources, Glencore's industrial and marketing activities are supported by a global network of more than 90 offices located in over 50 countries.
Glencore's customers are industrial consumers, such as those in the automotive, steel, power generation, oil and food processing. We also provide financing, logistics and other services to producers and consumers of commodities. Glencore's companies employ around 181,000 people, including contractors.
Glencore is proud to be a member of the Voluntary Principles on Security and Human Rights and the International Council on Mining and Metals. We are an active participant in the Extractive Industries Transparency Initiative.
Disclaimer
This Announcement is for information only and, save as expressly set out herein, does not constitute an offer or invitation to underwrite, subscribe for or otherwise acquire or dispose of any securities or investment advice in any jurisdiction, including without limitation, the United Kingdom, the United States, Australia, Canada, Japan, Jersey or South Africa. Any failure to comply with this restriction may constitute a violation of the securities laws of such jurisdiction. Persons needing advice should consult an independent financial adviser.
This Announcement has been issued by and is the sole responsibility of the Company. No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by Citigroup Global Markets Limited ("Citi"), Morgan Stanley & Co. International plc ("Morgan Stanley") and Barclays Bank PLC ("Barclays" together with Citi and Morgan Stanley, the "Banks") or by any of their respective affiliates or agents as to, or in relation to, the accuracy, completeness or sufficiency of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers in connection with the Company, the New Shares and the Placing and any liability therefor is expressly disclaimed.
Citi and Morgan Stanley and Barclays, each of which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, are acting exclusively for the Company and no-one else in connection with the Placing and they will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or in relation to the contents of this Announcement or any transaction or any other matters referred to herein nor for providing advice in relation to the Placing.
The distribution of this Announcement and the placing of the New Shares as set out in this Announcement in certain jurisdictions may be restricted by law. No action has been taken by the Company or the Banks that would permit an offering of such shares or possession or distribution of this Announcement or any other offering or publicity material relating to such shares in any jurisdiction where action for that purpose is required. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. No prospectus will be made available in connection with the matters contained in this Announcement and no such prospectus is required (in accordance with the Prospectus Directive (as defined below)) to be published. Persons into whose possession this Announcement comes are required by the Company and the Banks to inform themselves about, and to observe, such restrictions.
This announcement is directed only at persons (i) having professional experience in matters relating to investments who fall within the definition of "investment professionals" in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons to whom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). This announcement must not be acted or relied on in the United Kingdom by persons who are not relevant persons.
In member states of the European Economic Area ("EEA"), this announcement is only addressed to and directed at persons who are "qualified investors" within the meaning of Article 2(1)(e) of the Prospectus Directive (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 each relevant member state) (the "Prospectus Directive") ("Qualified Investors").
This announcement is not being distributed by, nor has it been approved for the purposes of section 21 of the Financial Services and Markets Act 2000 (as amended) ("FSMA") by, a person authorised under FSMA. This announcement is being distributed and communicated to persons in the UK only in circumstances in which section 21(1) of FSMA does not apply.
This Announcement does not constitute or form part of any offer to sell or issue or the solicitation of an offer to buy or subscribe for New Shares in the United States (including its territories and possessions, any State of the United States and the District of Columbia). This Announcement is not for publication or distribution, directly or indirectly, in or into the United States. The New Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), and may not be offered or sold in the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. No public offering of New Shares is being made in the United States.
This announcement contains forward-looking statements. These statements are subject to a number of risks and uncertainties and actual results and events could differ materially from those currently being anticipated as reflected in such forward-looking statements. The terms "expect", "should be", "will be" and similar expressions identify forward-looking statements. Factors which may cause future outcomes to differ from those foreseen in forward-looking statements include, but are not limited to: general economic and business conditions; demand for the commodities in which the Company has invested; factors affecting the assets and operations to which the Company's royalty interests relate; competitive factors in the industries in which the Company operates; exchange rate fluctuations; legislative, fiscal and regulatory developments; political risks; terrorism, acts of war and pandemics; changes in law and legal interpretations. Forward-looking statements speak only as of the date of such statements and, except as required by applicable law, the Company undertakes no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise. The information contained in this Announcement is subject to change without notice and neither the Company nor the Banks assume any responsibility or obligation to update publicly or review any of the forward-looking statements contained herein.
Any indication in this Announcement of the price at which ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. No statement in this Announcement is intended to be a profit forecast and no statement in this Announcement should be interpreted to mean that earnings per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings per share of the Company. Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.
The price of shares and any income expected from them may go down as well as up and an investor may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser.
