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GLN - Tender Offer Early Participation Results and Upsizing of the Aggregate Maximum Tender Amount
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
18 October, 2016
Glencore Announces Tender Offer Early Participation Results and Upsizing of the Aggregate
Maximum Tender Amount
Glencore Funding LLC (the “Company”) has accepted U.S.$1,492,056,000 of principal amount of Notes
for purchase as of its Early Tender Date today. The Offers commenced on October 3, 2016 and will expire
on October 31, 2016 at 11:59pm, New York City time. The Lead Dealer Managers will calculate the Fixed
Rate Total Offer Consideration and the Fixed Rate Base Offer Consideration for the Fixed Rate Notes in
the manner described in the Offer to Purchase on October 18, 2016 at 11:00am, New York time. In
addition, the Company has increased the previously announced “Aggregate Maximum Tender Amount”,
pertaining to the aggregate principal amount of the Notes accepted for purchase, from
U.S.$1,250,000,000 to U.S.$1,492,056,000.
2019 Notes – subject to the 2019 Maximum Tender Amount of U.S.$1,000,000,000 in aggregate principal
amount
Title of Security 3.125% Notes due 2.500% Notes due Floating Rate Notes due
2019 2019 2019
Rule 144A CUSIP/ISIN 378272 AG3/ 378272 AD0/ 378272 AE8/ US378272AE88
US378272AG37 US378272AD06
Reg S ISIN XS1028955760 XS0938722401 XS0938722583
Outstanding Principal U.S.$1,000,000,000 U.S.$1,471,288,000 U.S.$500,000,000
Amount
Acceptance Priority 1 2 3
Level
Principal Amount U.S.$406,900,000 U.S.$686,219,000 U.S.$298,643,000
Tendered
Principal Amount U.S.$406,900,000 U.S.$593,100,000 U.S.$0
Accepted
2018 Notes – subject to the Aggregate Maximum Tender Amount minus aggregate principal amount of
2019 Notes accepted for purchase
Title of Security 2.125% Notes due Floating Rate Notes
2018 due 2018
Rule 144A CUSIP/ 378272 AJ7/ 378272 AM0/
ISIN US378272AJ75 US378272AM05
Reg S ISIN XS1218431705 XS1218431960
Outstanding Principal U.S.$466,205,000 U.S.$233,484,000
Amount
Acceptance Priority 4 5
Level
Principal Amount U.S.$306,721,000 U.S.$185,335,000
Tendered
Principal Amount U.S.$306,721,000 U.S.$185,335,000
Accepted
Subject to the 2019 Maximum Tender Amount as described in the Offer to Purchase, Notes validly
tendered and not validly withdrawn at or prior to the Early Tender Date with an Acceptance Priority Level of
2 have been prorated using a proration factor of approximately 86.59 per cent. All Notes not accepted as
a result of proration have been rejected from the Offers.
No Notes tendered after the Early Tender Date have been or will be accepted for purchase. The Offers will
expire at 11:59pm on October 31, 2016, New York City time.
Noteholders who validly tendered their Notes pursuant to the Offer to Purchase on or prior to the Early
Tender Date and accepted for purchase (subject to proration) will receive the Total Offer Consideration
(including the Early Tender Premium), which, in the case of the 3.125 per cent. Notes due 2019, the 2.500
per cent. Notes due 2019 and the 2.125 per cent. Notes due 2018, will be calculated on October 18, 2016
at 11:00am, New York City time. Noteholders who are eligible for the Total Offer Consideration will receive
U.S.$1,010.00 for the Floating Rate Notes due 2019 and U.S.$1,010.00 for the Floating Rate Notes due
2018., in each case per U.S.$1,000 principal amount of notes. The Company will also pay to Noteholders
all accrued and unpaid interest on the applicable Notes (rounded to the nearest U.S.$0.01 with
U.S.$0.005 being rounded upwards) (“Accrued Interest”) up to, but not including, the Early Payment
Date. The Early Payment Date for each Offer is expected to occur on October 20, 2016.
Subject to applicable securities laws and the terms set within the Offer to Purchase, the Company
expressly reserves the right, in its sole discretion, to (i) terminate an Offer and not accept for purchase
any Notes not theretofore accepted for purchase, (ii) waive any or all of the conditions of any Offer prior to
the date of acceptance for purchase of Notes in that Offer, (iii) extend the Early Tender Date or the
Expiration Date, in each case, without extending the Withdrawal Deadline (unless otherwise required by
law), (iv) increase or decrease the Aggregate Maximum Tender Amount and/or the 2019 Maximum Tender
Amount or (v) amend the terms of any Offer.
Capitalized terms not otherwise defined in this announcement have the same meaning assigned to them
in the Offer to Purchase dated October 3, 2016.
For further information please contact:
Investors
Martin Fewings t: +41 41 709 28 80 m: +41 79 737 56 42 martin.fewings@glencore.com
Carlos-Francisco t: +41 41 709 23 69 m: +41 79 129 91 95 carlos.fernandez@glencore.com
Fernandez
Media
Charles Watenphul t: +41 41 709 24 62 m: +41 79 904 33 20 charles.watenphul@glencore.com
Pam Bell t: +44 20 7412 3471 m: +44 77 3031 9806 pam.bell@glencore.co.uk
D.F. King & Co., Inc. has been appointed by the Company as information agent and tender agent for the
purposes of the Offers.
J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated have been appointed
as the Lead Dealer Managers, and Mizuho Securities USA Inc., Santander Investment Securities Inc. and
Standard Chartered Bank have been appointed as the Co-Dealer Managers, for the purposes of the
Offers.
Holders of the Notes may access the Offer to Purchase at www.dfking.com/glencore and requests for
information in relation to the Tender Offers should be directed to the Lead Dealer Managers or the
Information Agent.
BofA Merrill Lynch J.P. Morgan
214 North Tryon Street, 14th Floor 383 Madison Avenue, 3rd Floor
Charlotte, NC 28255 New York, NY 10179
Attention: Liability Management Group Attention: Liability Management Group
Toll-Free: (888) 292-0070 Toll-Free: (866) 834-4666
Collect: (980) 387-3907 Collect: (212) 834-3424
London: +44 20 7996 5420 London: +44 207 779 2468
Email: DG.LM_EMEA@baml.com Email: JPM_LM@jpmorgan.com
D.F. King & Co., Inc.
In New York: In London:
48 Wall Street, 22nd Floor 125 Wood Street
New York, NY 10005 London EC2V 7AN
United Kingdom
Banks and brokers call collect:
(212) 269-5550
All others, call toll-free: Telephone:
(866) 342-4884 +44 20 7920 9700
Email: glen@dfking.com
NOTICE AND DISCLAIMER
This announcement is neither an offer to purchase, nor a solicitation of an offer to sell the Notes or any
other securities. The Company is making the offers only by, and pursuant to, the terms of the Offer to
Purchase. The offers are not being made in any jurisdiction in which the making of or acceptance thereof
would not be in compliance with the securities laws, blue sky laws or other laws of such jurisdiction. None
of the Company, the Guarantors, the Dealer Managers, the Tender Agent or the Information Agent is
making any recommendation as to whether Holders should tender or refrain from tendering their Notes in
response to the Offers or how much they should tender. Each Holder must make his, her or its own
decision as to whether to tender or refrain from tendering Notes, and, if a Holder determines to tender, as
to how many Notes of each series to tender.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase do not constitute an offer or an invitation to participate in
the Offers in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such offer
or invitation or for there to be such participation under applicable laws. The distribution of this
announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into
whose possession this announcement or the Offer to Purchase comes are required by each of the
Company, the Guarantors, the Dealer Managers, the Tender Agent and the Information Agent to inform
themselves about and to observe any such restrictions.
United Kingdom
The communication of this announcement, the Offer to Purchase and any other documents or materials
relating to the Offers is not being made, and such documents and/or materials have not been approved,
by an authorised person for the purposes of Section 21 of the Financial Services and Markets Act 2000.
Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to,
the general public in the United Kingdom, and are only for circulation to persons to whom they can lawfully
be circulated outside the United Kingdom or to persons within the United Kingdom falling within the
definition of investment professionals (as defined in Article 19(5) of the Order), or within Article 43(2) of
the Order, or within Article 49(2)(a) to (d) of the Order, or to other persons to whom it may lawfully be
communicated in accordance with the Order (such persons together being the “Relevant Persons”). This
announcement, the Offer to Purchase and any other documents or materials relating to the Offers are
only available to Relevant Persons and the transactions contemplated herein will be available only to, and
engaged in only with, Relevant Persons, and this Offer to Purchase must not be relied or acted upon by
persons other than Relevant Persons.
Belgium
None of this announcement, the Offer to Purchase nor any other documents or materials relating to the
Offers in respect of each Series of Securities have been submitted to or will be submitted for approval or
recognition to the Financial Services and Markets Authority (“Authorite des services et marches
financiers/Autoriteit financiele diensten en markten”) and, accordingly, the Offers may not be made in
Belgium by way of a public offering, as defined in Articles 3 and 6 of the Belgian Law of 1 April 2007 on
public takeover bids (the “Belgian Takeover Law”) as amended or replaced from time to time.
Accordingly, the Offers may not be advertised and the Offers will not be extended, and none of this
announcement, the Offer to Purchase nor any other documents or materials relating to the Offers
(including any memorandum, information circular, brochure or any similar documents) has been or shall
be distributed or made available, directly or indirectly, to any person in Belgium other than (i) to “qualified
investors” in the sense of Article 10 of the Belgian Law of 16 June 2006 on the public offer of placement
instruments and the admission to trading of placement instruments on regulated markets, acting on their
own account or (ii) in any circumstances set out in Article 6, § 4 of the Belgian Takeover Law. This
announcement and the Offer to Purchase have been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Offers. Accordingly, the information contained in
this announcement and the Offer to Purchase may not be used for any other purposes or disclosed to any
other person in Belgium.
France
The Offers are not being made, directly or indirectly, to the public in France. None of this announcement,
the Offer to Purchase nor any other documents or offering materials relating to the Offers in respect of
each Series of Securities have been or shall be distributed to the public in France and only (i) providers of
investment services relating to portfolio management for the account of third parties (personnes
fournissant le service d’investissement de gestion de portfeuille pour compte de tiers) and/or (ii) qualified
investors (investisseurs qualifiés), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and
D.411-1 to D.411-3 of the French Code monétaire et financier, are eligible to participate in the Offers.
Neither this announcement nor the Offer to Purchase has been submitted to the clearance procedures
(visa) of the Autorité des marchés financiers.
Italy
None of this announcement, the Offer to Purchase nor any other documents or materials relating to the
Offers have been or will be submitted to the clearance procedure of the Commissione Nazionale per le
Società e la Borsa (“CONSOB”) pursuant to Italian laws and regulations.
The Offers are being carried out in the Republic of Italy as exempted offers pursuant to article 101-bis,
paragraph 3-bis of the Legislative Decree No. 58 of 24 February 1998, as amended (the “Financial
Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as
amended (the “Issuers’ Regulation”). The Offers are also being carried out in compliance with article 35-
bis, paragraph 7 of the Issuers' Regulation.
A holder of Notes located in the Republic of Italy can tender Notes through authorized persons (such as
investment firms, banks or financial intermediaries permitted to conduct such activities in the Republic of
Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of 29 October 2007,
as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and
in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any
other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Notes or the Offers.
General
Neither this announcement nor the Offer to Purchase constitutes an offer to buy or a solicitation of an
offer to sell Securities, and tenders of Securities in the Offers will not be accepted from Holders, in any
jurisdiction in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue
sky or other laws require an Offer to be made by a licensed broker or dealer and a Dealer Manager or its
affiliate is such a licensed broker or dealer in such jurisdictions, the Offer shall be deemed to be made on
behalf of the Company by such Dealer Manager or such affiliate, as the case may be, and no Offer is
made in any such jurisdiction where the relevant Dealer Manager or its affiliate is not so licensed.
Glencore
Glencore is one of the world’s largest global diversified natural resource companies and a major producer
and marketer of more than 90 commodities. The Group's operations comprise around 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 160,000 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.
www.glencore.com
www.facebook.com/Glencore
www.flickr.com/photos/glencore
www.instagram.com/glencoreplc
www.linkedin.com/company/8518
www.slideshare.net/glencore
twitter.com/glencore
www.youtube.com/glencorevideos
Sponsor
Absa Bank Limited (acting through its Corporate and Investment Bank Division)
Date: 18/10/2016 04:18:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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