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GLENCORE PLC - Results of equity raise

Release Date: 16/09/2015 08:04
Code(s): GLN     PDF:  
Wrap Text
Results of equity raise

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

Baar, Switzerland
16 September 2015

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.

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                   Number of           Per cent of    Number of       Number of         Per cent of
Director/employe          existing ordinary   existing       ordinary        ordinary shares   issued
e                         shares              ordinary       shares          beneficially      ordinary
                          beneficially held   shares*        subscribed      held              shares*
                          prior to            beneficially   for at the      immediately       beneficially
                          Admission           held prior     Placing Price   following         held
                                              to                             Admission         immediately
                                              Admission                                        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
Investors
Paul Smith            t: +41 41 709 24 87       m: +41 79 947 13 48    paul.smith@glencore.com
Martin Fewings        t: +41 41 709 28 80       m: +41 79 737 56 42    martin.fewings@glencore.com
Elisa Morniroli       t: +41 41 709 28 18       m: +41 79 833 05 08    elisa.morniroli@glencore.com
Media
Charles Watenphul     t: +41 41 709 24 62       m: +41 79 904 33 20    charles.watenphul@glencore.com
Pam Bell              t: +41 79 833 05 08       m: +44 77 303 19       pam.bell@glencore.co.uk
                                                806

Citi (Joint Bookrunner)
Michael Lavelle                                t: +44 20 7986 4000
Tom Reid
Robert Way

Morgan Stanley (Joint Bookrunner)
Michel Antakly                                 t: +44 20 7425 8000
Paul Baker
Henrik Gobel

Barclays (Co-Bookrunner)
Michael Rawlinson                         t: +44 20 7623 2323
Matthew Bungey
Steven Halperin

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.

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

Date: 16/09/2015 08:04:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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