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GLN - Offer to Purchase Up to the Maximum Tender Amount of U.S.$1,000,000,000 of Outstanding Notes
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
01 December, 2016
Glencore Announces Offer to Purchase Up to the Maximum Tender Amount of U.S.$1,000,000,000 of
Outstanding Notes
Glencore Funding LLC (the “Company”) has today invited holders of the notes listed below (the “Notes”) to
tender some or all of their Notes for purchase by the Company for cash (the “Offers”, each an “Offer”) for an
aggregate principal amount of up to U.S.$1,000,000,000 (the “Maximum Tender Amount”), on the terms of,
and subject to the conditions contained in, an offer to purchase dated December 1, 2016 (the “Offer to
Purchase”). Capitalized terms not otherwise defined in this announcement have the same meaning as
assigned to them in the Offer to Purchase.
Holders are advised to read carefully the Offer to Purchase for full details of, and information on the
procedures for participating in, the Offers.
Title of Security 2.500% Notes 3.125% Notes Floating Rate 2.875% Notes due
due 2019 due 2019 Notes due 2019 2020
Rule 144A CUSIP/ 378272 AD0/ 378272 AG3/ 378272 AE8/ 378272 AK4/
ISIN US378272AD06 US378272AG37 US378272AE88 US378272AK49
Reg S ISIN XS0938722401 XS1028955760 XS0938722583 XS1218432000
Outstanding U.S.$878,188,000 U.S.$593,100,000 U.S.$500,000,000 U.S.$1,000,000,000
Principal Amount
Acceptance 1 2 3 4
Priority Level
Reference U.S. 1.000% U.S. 1.000% U.S. — 1.750% U.S.
Treasury Security Treasury Notes Treasury Notes Treasury Notes due
due 11/15/2019 due 11/15/2019 11/30/2021
Bloomberg FIT1 FIT1 — FIT1
Reference Page(1)
Fixed Spread (bps) +90 +95 — +75
Early Tender U.S.$30.00 U.S.$30.00 U.S.$30.00 U.S.$30.00
Premium(2)
Total Offer To be determined To be determined U.S.$1,010.00(2) To be determined
Consideration(3) as set out herein as set out herein as set out herein
Notes:
1. The applicable page on Bloomberg from which the Lead Dealer Managers will quote the bid-side
prices of the applicable Reference U.S. Treasury Security.
2. Per U.S.$1,000 principal amount of Notes that are accepted for purchase.
3. The applicable Total Offer Consideration plus the Accrued Interest will be paid to Holders of Notes that
have been validly tendered at or prior to the Early Tender Date and accepted for purchase. Holders of
Notes that have been validly tendered after the Early Tender Date, but at or prior to the Expiration
Date and accepted for purchase will be paid the applicable Base Offer Consideration plus the Accrued
Interest.
The Company offers to purchase for cash the fixed rate notes set out in the table above (the “Fixed Rate
Notes”) that have been validly tendered and not validly withdrawn at or prior to the Early Tender Date and
accepted for purchase at the consideration per U.S.$1,000 principal amount as determined in the manner
described in the Offer to Purchase by reference to a fixed spread specified for the applicable Fixed Rate
Notes over the yield to maturity of the applicable Reference U.S. Treasury Security specified in the table
above based on the bid-side price of the applicable Reference U.S. Treasury Security, as calculated by
the Lead Dealer Managers in accordance with standard market practice at 11:00 a.m., New York City
time, on December 15, 2016 (subject to certain exceptions set forth in the Offer to Purchase, the “Fixed
Rate Price Determination Date”), (the “Fixed Rate Total Offer Consideration”). The applicable Fixed
Rate Total Offer Consideration minus the applicable early tender premium set forth in the table above (the
“Early Tender Premium”) equals the applicable “Fixed Rate Base Offer Consideration”, which will be
paid to Holders of Fixed Rate Notes that have been validly tendered after the Early Tender Date, but at or
prior to the Expiration Date and accepted for purchase.
The Company offers to purchase for cash the Floating Rate Notes that have been validly tendered and
not validly withdrawn at or prior to the Early Tender Date and accepted for purchase at the consideration
per U.S.$1,000 principal amount of U.S.$1,010.00 (the “Floating Rate Total Offer Consideration”, such
term, together with the Fixed Rate Total Offer Consideration, as applicable, referred to herein as the
“Total Offer Consideration”). The Floating Rate Total Offer Consideration minus the Early Tender
Premium equals the “Floating Rate Base Offer Consideration”, which will be paid to Holders of Floating
Rate Notes that have been validly tendered after the Early Tender Date, but at or prior to the Expiration
Date. The Floating Rate Base Offer Consideration together with the Fixed Rate Base Offer Consideration,
as applicable, are referred to herein as the “Base Offer Consideration”.
In addition to the applicable Base Offer Consideration or Total Offer Consideration, as the case may be,
all Holders of the Notes accepted for purchase will also receive accrued and unpaid interest on such
Notes (rounded to the nearest U.S.$0.01 with U.S.$0.005 being rounded upwards) from the last interest
payment date up to, but not including, the applicable Payment Date.
Subject to the Maximum Tender Amount, the amount of any series of Notes that is purchased in an Offer
on a Payment Date will be based on the order of priority (the “Acceptance Priority Level”) for such
series, as set forth in the table above, with Acceptance Priority Level 1 being the highest and Acceptance
Priority Level 4 being the lowest. On each Payment Date, validly tendered Notes of a series having a
higher Acceptance Priority Level will be accepted, up to the Maximum Tender Amount, before any validly
tendered Notes of a series having a lower Acceptance Priority will be accepted. The series of Notes with
the lowest Acceptance Priority Level accepted for purchase may be subject to proration if the aggregate
principal amount of the Notes of such series validly tendered and not validly withdrawn would cause the
Maximum Tender Amount to be exceeded.
All Notes that are validly tendered for purchase at or prior to the Early Tender Date will have
priority over any Notes that are validly tendered for purchase after the Early Tender Date.
Accordingly, if the aggregate principal amount of Notes validly tendered for purchase at or prior
to the Early Tender Date equals or exceeds the Maximum Tender Amount, no Notes tendered for
purchase after the Early Tender Date will be accepted for purchase (even if they are of a higher
Acceptance Priority Level).
Each Offer will expire at 11:59 p.m., New York City time, on December 29, 2016, unless extended or
earlier terminated for that Offer as described in the Offer to Purchase (such time and date, as the same
may be extended with respect to that Offer, the “Expiration Date”). Holders of Notes must validly tender
their Notes at or prior to 5:00 p.m., New York City time, on December 14, 2016, unless extended (such
date and time, as the same may be extended with respect to that Offer, the “Early Tender Date”), and
not validly withdraw their Notes at or prior to the Withdrawal Deadline (as defined below) to be eligible to
receive the applicable Total Offer Consideration, plus Accrued Interest. Holders of Notes who validly
tender their Notes after the Early Tender Date, but at or prior to the Expiration Date will only be eligible to
receive the applicable Base Offer Consideration equal to the applicable Total Offer Consideration minus
the Early Tender Premium, plus Accrued Interest. Notes tendered may be withdrawn at any time prior to
5:00 p.m., New York City time, on December 14, 2016, unless extended by the Company (such date and
time, as the same may be extended, with respect to that offer, the “Withdrawal Deadline”), but not
thereafter.
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 Maximum Tender Amount or (v) amend the terms of any Offer.
For further information please contact:
Investors
Martin Fewings t: +41 41 709 2880 m: +41 79 737 5642 martin.fewings@glencore.com
Carlos Francisco t: +41 41 709 2369 m: +41 79 129 9195 carlos.fernandez@glencore.com
Fernandez
Stefan Ogden t: +65 6415 7625 m: +65 9828 3700 stefan.ogden@glencore.com
Media
Charles Watenphul t: +41 41 709 2462 m: +41 79 904 3320 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 and Tender Agent for the
purposes of the Offers.
Morgan Stanley & Co. LLC and UBS Securities LLC have been appointed as the Lead Dealer Managers,
and BBVA Securities Inc. and HSBC Securities (USA) Inc. 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 and Tender Agent.
Morgan Stanley & Co. LLC UBS Investment Bank
1585 Broadway, Floor 4 1285 Avenue of the Americas
New York, NY 10036 New York, NY 10019
Attn: Liability Management Attn: Liability Management Group
Toll-Free: Telephone:
1 (800) 624-1808 1 (203) 719-4210
Collect: Toll Free:
1 (212) 761-1057 1 (888) 719-4210
In Europe: In Europe:
+44 20 7677 5040 +44 20 7568 2133
Email: Email:
liabilitymanagementeurope@morganstanley.com ol-liabilitymanagement-eu@ubs.com
Attn: Liability Management Group Attn: Liability Management Group
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 Telephone:
+44 20 7920 9700
All others, call toll-free:
(866) 342-4884
Email: glen@dfking.com
Website: www.dfking.com/glencore
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 or the Information and Tender 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 and the Information and Tender 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.
Notes for Editors
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
Follow us on social media:
www.facebook.com/Glencore
www.flickr.com/photos/glencore
www.instagram.com/glencoreplc
www.linkedin.com/company/8518
www.slideshare.net/glencore
www.twitter.com/glencore
www.youtube.com/glencorevideos
Sponsor
Absa Bank Limited (acting through its Corporate and Investment Bank Division)
Date: 01/12/2016 01:30:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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