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GLENCORE PLC - GLN - Notice of Lonmin distribution: Expected timetable and tax consequences for SA shareholders

Release Date: 07/05/2015 16:16
Code(s): GLN     PDF:  
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GLN - Notice of Lonmin distribution: Expected timetable and tax consequences for SA shareholders

Glencore plc
(Incorporated in Jersey under the Companies (Jersey) Law 1991)
(Registration number 107710)
JSE Share Code: GLN
LSE Share Code: GLEN
HKSE Share Code: 805HK
ISIN: JE00B4T3BW64
(“Glencore”)

BAAR, SWITZERLAND                                                                                  7 MAY 2015

NOTICE OF LONMIN DISTRIBUTION – EXPECTED TIMETABLE OF EVENTS AND TAX
CONSEQUENCES FOR SOUTH AFRICAN SHAREHOLDERS

Unless otherwise defined, words and expressions defined in the supplement issued to Glencore
shareholders together with the notice of annual general meeting on 2 April 2015 (Supplement) will bear
the same meanings in this announcement.

Shareholders of Glencore are advised that at its annual general meeting held today, 7 May 2015, at
11 a.m. Central European Summer Time at Theater-Casino Zug, Artherstrasse 2-4, Zug, Switzerland, the
resolution pertaining to the Lonmin distribution (being resolution 3) was approved by a sufficient majority
of Glencore shareholders without amendment.

As a result, Glencore will implement the Lonmin distribution in accordance with the provisions of the
Supplement. As detailed in the Supplement, Eligible Smaller Glencore Shareholders on the South African
branch register who elect, through their stockbroker or Central Securities Depository Recipient (CSDP), to
have their Lonmin shares sold in terms of the Managed Sale will receive the net cash proceeds from the
Managed Sale.

At present, Glencore expects the Lonmin distribution to occur on the dates and times given in the table
below. Shareholders are advised that these dates and time are indicative and are based on Glencore’s
current expectations and may be subject to change. Any such changes will be announced on the Stock
Exchange News Service.

All cross border movements of Glencore shares between the Jersey register and Hong Kong and     7 May 2015 to
South Africa branch registers halted                                                            15 May 2015(inclusive)

Last day to trade in Glencore shares on the South African branch register                       8 May 2015

Election entitlement stock line to be credited for CREST shareholders, CREST nominee holders    9 a.m. SAST
(Jersey register) and CSDP (South Africa branch register)                                       11 May 2015

Ex-dividend date in respect of the Lonmin distribution (South Africa branch register)           11 May 2015

Ex-dividend date in respect of the Lonmin distribution (Hong Kong branch register)              14 May 2015

Ex-dividend date in respect of the Lonmin distribution (Jersey register)                        14 May 2015
                                           
Last time for U.S. QIB Letter and U.S. Non-QIB Letter to be received                            1 p.m. SAST
                                                                                                15 May 2015
                      
Last time for elections in respect of the Lonmin distribution to be received (where applicable) 1 p.m. SAST 
                                                                                                15 May 2015
                                       
Lonmin distribution record date                                                                 7 p.m. SAST
                                                                                                15 May 2015

Transfer of Lonmin Shares to relevant Glencore shareholders (certificated Lonmin Shares         9 June 2015
distributed and CREST/CSDP accounts credited) 
                                           
Payment of net cash proceeds of sale to relevant Glencore shareholders                          9 June 2015

All references in this announcement to dates and times are to South African Standard Time (SAST) dates
and times, unless otherwise stated.

Dematerialisation and rematerialisation of registered share certificates in South Africa may not be
effected during the period from 7 May 2015 to 15 May 2015, both days inclusive. Transfers between the
Jersey register and the Hong Kong and South African branch registers will not be permitted between
7 May 2015, and 15 May 2015, both dates inclusive. In addition, Glencore shareholders who hold their
shares on the South African branch register will not be allowed to trade in their entitlement to Lonmin
shares between the last date to trade (i.e. 8 May 2015) and 9 June 2015.

Eligible Glencore shareholders on the register of members on the Lonmin distribution record date will
receive their Lonmin Shares on 9 June 2015. The default position is that the Lonmin shares of Eligible
Smaller Glencore Shareholders who hold their Glencore shares in certificated form on 15 May 2015 will
be sold on their behalf pursuant to the Managed Sale, and such Eligible Smaller Glencore Shareholders
will receive the net cash proceeds from the sale. These Eligible Smaller Glencore Shareholders may elect
not to have their Lonmin shares sold, and to receive their Lonmin shares instead, if they so wish. The
position is different for Eligible Smaller Glencore Shareholders who hold their Glencore shares in
dematerialised form in STRATE. Due to the manner in which the STRATE settlement system operates,
holders of 30,000 Glencore shares or fewer in STRATE who wish to receive cash rather than Lonmin
shares must instruct their CSDP or broker accordingly in terms of the custody agreement entered into
between them and their CSDP or broker.

Glencore shareholders whose Lonmin Shares are sold through the Managed Sale can expect to be sent
the net cash proceeds of the sale on 9 June 2015 in the same manner and in the same currency as they
receive cash distributions on Glencore shares.

Following the introduction of Dividends Tax in South Africa, the JSE Listing Requirements were amended
with effect from 1 April 2012 to require the disclosure of additional information in relation to the distribution
payment. Since the Lonmin distribution will constitute a 'foreign return of capital' and not a 'foreign
dividend' (as each of these terms is defined in the Income Tax Act No 58 of 1962 (as amended)), no
Dividends Tax is payable by Glencore shareholders who hold their shares on the South African branch
register and, accordingly, none of this additional information is applicable in the circumstances.
Securities Transfer Tax, levied in terms of the Securities Transfer Tax Act No 25 of 2007 at a rate of
0.25% of the closing price of a Lonmin share on the date of the distribution (currently expected to be
9 June 2015), is however payable by all Glencore shareholders who hold their Glencore shares on the
South African branch register and who receive Lonmin shares in terms of the Lonmin distribution.
Glencore shareholders who are Eligible Smaller Glencore Shareholders on the South African branch
register and who elect to have their Lonmin shares sold in terms of the Managed Sale will not become
liable to pay Securities Transfer Tax in South Africa. The arrangements with respect to the payment of
Securities Transfer Tax by relevant Glencore shareholders will be regulated in accordance with the
provisions of the agreements between the CSDPs and their underlying clients.
For the avoidance of doubt, the information provided in this announcement is of direct application to
shareholders on the South African branch register only.
Shareholders on the South African branch register who are in any doubt as to their tax position should
seek independent professional advice.

Lonmin distribution enquiries:
 John Burton                           Nicola Barrett
 t: +41 (0) 41 709 2619                t: +41 (0) 41 709 2755
 m: +41 (0) 79 944 5434                m: +41 (0) 79 735 3916
 e: john.burton@glencore.com           e: nicola.barrett@glencore.com

Investor enquiries:
 Paul Smith                            Martin Fewings                          Elisa Morniroli
 t: +41 (0) 41 709 2487                t: +41 (0) 41 709 2880                  t: +41 (0) 41 709 2818
 m: +41 (0) 79 947 1348                m: +41 (0) 79 737 5642                  m: +41 (0) 79 833 0508
 e: paul.smith@glencore.com            e: martin.fewings@glencore.com          e: elisa.morniroli@glencore.com

Media enquiries:
 Charles Watenphul
 t: +41 (0) 41 709 2462
 m: +41 (0) 79 904 3320
 e: charles.watenphul@glencore.com

About Glencore

Glencore 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 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 (ICMM). We are an active participant in the Extractive
Industries Transparency Initiative (EITI).

SPONSOR
Absa Bank Limited (acting through its Corporate and Investment Banking Division)

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