Glencore Commences Consent Solicitation

RNS Number : 4052K

Glencore International PLC

14 July 2011

 



Glencore Commences Consent Solicitation in respect of its $950 million 6% Notes due 2014

London, 14 July 2011. Glencore Funding LLC (the "Company"), a Delaware corporation and a wholly owned, indirect subsidiary of Glencore International plc, today announced that it is inviting Holders of its outstanding $950,000,000 6.00% Notes due 2014 (Reg S ISIN / CUSIP: USU37818AA62 / U37818AA6; 144A ISIN / CUSIP: US378272AA66 / 378272AA6) (the "Notes") to consent (the "Consent Solicitation") to certain amendments (the "Proposed Amendments") to the indenture under which the Notes were issued.

The terms and conditions of the Consent Solicitation are described in the Consent Solicitation Statement dated 14 July 2011 (the "Consent Solicitation Statement"), and the related Consent Form, which will be distributed to holders of the Notes. Capitalised terms used in this announcement have the meanings ascribed to them in the Consent Solicitation Statement.

Following the shareholder restructuring of Glencore International AG and its subsidiaries in May 2011 and Glencore International plc becoming the parent company of Glencore International AG, Glencore International plc became a publicly listed company through an issue of shares and a primary listing on the London Stock Exchange and secondary listing on the Stock Exchange of Hong Kong. As the new holding company of Glencore International AG, Glencore International plc has agreed to guarantee the Notes. The purpose of the Consent Solicitation is to approve the Proposed Amendments requiring the consent of Holders. The Proposed Amendments would recognize Glencore International plc as the new holding company of Glencore International AG, provide Glencore International plc with rights and obligations of the other Guarantors under the Indenture and align the reporting requirements under the Indenture with Glencore International plc's public reporting requirements under the rules and regulations of the London Stock Exchange and the Stock Exchange of Hong Kong.

The Proposed Amendments would (a) amend the definition of "Group" to mean Glencore International plc and its Subsidiaries, rather than Glencore International AG, (b) cause Glencore International plc to be bound by the restrictive and affirmative covenants of the Indenture and all financial provisions of the Indenture to be calculated by reference to Glencore International plc instead of Glencore International AG, (c) change to Glencore International plc from Glencore International AG the requirement to provide to Holders its annual audited and semi-annual unaudited financial statements under International Financial Reporting Standards ("IFRS") and eliminate the requirement for Glencore International AG to provide Holders for each of the first and third quarters of each year, a quarterly, consolidated, unaudited summarized balance sheet and a statement of income, (d) require Glencore International AG to provide to Holders its annual statutory audited financial statements under Swiss generally accepted accounting principles ("Swiss GAAP"), and (e) amend the Indenture to make such other changes necessary or desirable to recognize Glencore International plc as the new top holding company of Glencore International AG and its subsidiaries, as further described in the Consent Solicitation Statement.

The Consent Solicitation will expire at 5:00 p.m., New York City time, on 27 July 2011, unless extended or earlier terminated by the Company (the "Expiration Time"). Persons in whose name the Notes were registered as of the close of business on 13 July 2011 (the "Record Date") or any other person who has been validly authorized to deliver a vote in respect of the Notes by such registered person (each, a "Holder") are eligible to deliver their consent to the Proposed Amendments (a "Consent"). A Holder may revoke such Consent at any time prior to the time the Company has received valid Consents from Holders of a majority in principal amount of the Notes outstanding and notified the Trustee of such receipt.

Consummation of the Consent Solicitation is conditioned upon satisfaction or waiver of the conditions set forth in the Consent Solicitation Statement, including receipt of Consents from a majority in principal amount of the Notes outstanding. Assuming the conditions to the Consent Solicitation are met, the Company will promptly pay on the Payment Date (expected to be 29 July 2011) a consent payment (the "Consent Payment") to each Holder who has delivered (and not validly revoked) a Consent prior to the Expiration Time. The Consent Payment will be in the amount of $2.50 for each $1,000 principal amount of Notes with respect to which such Holder has validly delivered a Consent.

Holders of a majority in principal amount of the Notes outstanding must deliver Consents in order for the Proposed Amendments to become effective. If the Proposed Amendments become effective, they will be binding on all Holders of the Notes, whether or not such Holders have delivered a Consent. Other than the Consent Payment, the Holders will receive no consideration for granting any consent solicited hereby. Glencore International plc will be providing a guarantee in respect of the Notes regardless of the outcome of the Consent Solicitation.

Citigroup Global Markets Limited and Deutsche Bank are acting as the Solicitation Agents in connection with the Consent Solicitation. Requests for documents may be directed to Global Bondholder Services Corporation, which is acting as the Information Agent and Tabulation Agent for the Consent Solicitation.

The Solicitation Agents for the Consent Solicitation are:

Citigroup Global Markets Limited
Citigroup Centre
Canada Square
Canary Wharf
London E14 5LB
United Kingdom
Attn: Liability Management Group
London: [phone]
Toll free: [phone]
Collect: [phone]
E-mail: [e-mail]

Deutsche Bank

Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 1005
Attn: Liability Management Group
Toll free: [phone]
Collect: [phone]

Deutsche Bank AG London Branch
Winchester House
1 Great Winchester Street
London EC2N 2DB
United Kingdom

Attn: Liability Management Group
For information by telephone: [phone]
E-mail: [e-mail]

The Information Agent for the Consent Solicitation is:

Global Bondholder Services Corporation
65 Broadway-Suite 404
New York, New York 10006
Attention: Corporate Actions
Banks and Brokers call: [phone]
Toll Free: [phone]

The Tabulation Agent for the Consent Solicitation is:

Global Bondholder Services Corporation
Facsimile (for Eligible Institutions only): [phone]
Confirmation: [phone]

This notice is for informational purposes only and is not a solicitation of consent with respect to the Notes.  The Consent Solicitation is being made solely pursuant to the Consent Solicitation Statement and the related Consent Form, which set forth the complete terms of the Consent Solicitation.

Glencore Funding LLC is the issuer of the Notes and is a finance vehicle incorporated under the laws of Delaware. Glencore Funding LLC is a wholly owned indirect subsidiary of Glencore International plc. Glencore International plc is a leading integrated producer and marketer of commodities, with worldwide activities in the marketing of metals and minerals, energy products and agricultural products and the production, refinement, processing, storage and transport of these products. Glencore International plc operates globally, marketing and distributing physical commodities sourced from third party producers and own production to industrial consumers. Glencore International plc has developed and built upon its expertise in the commodities it markets and cultivated long-term relationships with a broad supplier and customer base across diverse industries and geographic regions.

This announcement may include statements that are, or may be deemed to be, "forward looking statements", beliefs or opinions, including statements with respect to the business, financial condition, results of operations, prospects, strategies and plans of Glencore International plc. These forward looking statements involve known and unknown risks and uncertainties, many of which are beyond Glencore International plc's control and all of which are based on the Glencore board of directors' current beliefs and expectations about future events. These forward looking statements may be identified by the use of forward looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "will", "could", or "should" or in each case, their negative or other variations thereon or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward looking statements include all matters that are not historical facts. Forward looking statements may and often do differ materially from actual results. Other than in accordance with its legal or regulatory obligations (including under the UK Listing Rules and the Disclosure and Transparency Rules of the Financial Services Authority), Glencore International plc is not under any obligation and Glencore International plc and its affiliates expressly disclaim any intention or obligation to update or revise any forward looking statements, whether as a result of new information, future events or otherwise.

 

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