Merger Update

RNS Number : 5439P

Glencore International PLC

25 October 2012

 



25 October 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

NEWS RELEASE

Glencore International plc

Merger Update: Publication of Documentation and Shareholder Meetings

On 1 October 2012, the Directors of Glencore International plc ("Glencore") and the Independent Non-Executive Directors of Xstrata plc ("Xstrata") announced that they had reached agreement on the revised final terms of the recommended all-share merger of equals (the "Merger"). The Merger is being implemented by way of a Court sanctioned Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Documentation

Glencore announces that the supplementary circular to be sent to Glencore shareholders in connection with the revised terms of the Merger (the "Supplementary Circular") and a further supplementary prospectus (the "Fourth Supplementary Prospectus"), which supplements the disclosure contained in Glencore's prospectus dated 31 May 2012 (as supplemented on 12 July 2012, 7 August 2012 and 21 August 2012), have today been approved by the UK Listing Authority. Accordingly, the Supplementary Circular and Fourth Supplementary Prospectus will be made available on Glencore's website (www.glencore.com) and Glencore shareholders will shortly receive a copy of the Supplementary Circular.

Xstrata shareholders will receive, amongst other documents, a supplementary scheme document in connection with the revised terms of the Merger, (the "New Scheme Document"). Glencore understands that the New Scheme Document will be made available on Xstrata's website (www.xstrata.com).

Shareholder Meetings

On 7 September 2012 the Glencore general meeting held in connection with the Merger was adjourned to a time, date and place fixed by the directors and notified to the members. The adjourned Glencore General Meeting will be held at 9.00 a.m. Zug time on 20 November 2012 at Theater-Casino, Artherstrasse 2-4, Zug, Switzerland. The notice of the adjourned Glencore General Meeting is contained in the Supplementary Circular.

In addition, as set out in the New Scheme Document, a new Xstrata court meeting and a further Xstrata general meeting in connection with the Scheme will be held on 20 November 2012 to allow Xstrata shareholders to vote on the proposed resolutions required to approve and implement the Scheme.

The key dates in respect of the Glencore and Xstrata shareholder meetings are as follows:

Latest time for lodging of Forms of Proxy for the Adjourned Glencore General Meeting[1]	9.00 a.m. Zug time on 18 November 2012
Adjourned Glencore General Meeting	9.00 a.m. Zug time on 20 November 2012
New Xstrata court meeting	2.00 p.m. Zug time on 20 November 2012
Further Xstrata general meeting	2.15 p.m. Zug time on 20 November 2012

For enquiries about Glencore, please contact:

Paul Smith (Investors)  t: [phone] m: [phone] e: [e-mail]	Charles Watenphul (Media)      t: [phone] m:[phone]  e: [e-mail]
Elisa Morniroli (Investors) t: [phone]   m: [phone] e: [e-mail]	John Burton (Company Secretary) t: [phone] m: [phone] e: [e-mail]

Copies of the Supplementary Circular (including the notice of the adjourned Glencore General Meeting) and the Fourth Supplementary Prospectus have been submitted to the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do. The Supplementary Circular (including the notice of the adjourned Glencore General Meeting) and the Fourth Supplementary Prospectus are also available for inspection at the registered office of Glencore, Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES.

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Merger or otherwise nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Merger will be made solely by means of the Scheme Document, the New Scheme Document and any supplementary scheme document, which, together with the relevant forms of proxy, contain the full terms and conditions of the Merger including details of how to vote in respect of the Merger. Any vote in respect of the Scheme or other response in relation to the Merger should be made only on the basis on the information contained in the Scheme Document, the New Scheme Document and any supplementary scheme document. This announcement does not constitute a prospectus or prospectus equivalent document.

The release, publication or distribution of this announcement in or into jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with the laws of England and Wales, the Listing Rules of the UK Listing Authority, the rules of the London Stock Exchange and the City Code on Takeovers and Mergers and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England and Wales.

Publication on Website

A copy of this announcement will be available on Glencore's website (www.glencore.com) by no later than 12 noon (London time) on the business day following the date of this announcement.

You may request a hard copy of this announcement, free of charge, by contacting the Company Secretary of Glencore, John Burton, at [e-mail]. You may also request that all future documents, announcements and information to be sent to you in relation to the Merger should be in hard copy form.

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[1]    If Forms of Proxy are lodged with Glencore's Registrar in Hong Kong, the latest time for lodging the New Forms of Proxy is 4.00 p.m. Hong Kong time on 18 November 2012.

 

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