To view the PDF file, sign up for a MySharenet subscription.

GLENCORE PLC - Tender Offer Early Participation Results.

Release Date: 15/12/2016 14:46
Code(s): GLN     PDF:  
Wrap Text
Tender Offer Early Participation Results.

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

15 December 2016

Glencore Announces Tender Offer Early Participation Results
Glencore Funding LLC (the “Company”) has accepted U.S.$1,136,960,000 of principal amount
of Notes for purchase as of its Early Tender Date. The Offers commenced on December 1,
2016 and will expire on December 29, 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 on December 15, 2016 at 11:00am, New York time in
the manner described in the offer to purchase dated December 1, 2016 (the “Offer to
Purchase”). In addition, the Company has increased the previously announced “Maximum
Tender Amount”, pertaining to the aggregate principal amount of the Notes accepted for
purchase, from U.S.$1,000,000,000 to U.S.$1,136,960,000.

                  Rule 144A                     Outstanding      Acceptance
  Title of         CUSIP/         Reg S          Principal         Priority   Principal Amount   Principal Amount
  Security         ISIN           ISIN           Amount            Level      Tendered           Accepted

  2.500%           378272 AD0/   XS0938722401   U.S.$878,188,000       1        U.S.$189,712,000   U.S.$189,712,000
  Notes due        US378272AD06
  2019 
  3.125%           378272 AG3/   XS1028955760   U.S.$593,100,000       2        U.S.$146,542,000   U.S.$146,542,000
  Notes due        US378272AG37
  2019
  Floating Rate    378272 AE8/   XS0938722583   U.S.$500,000,000       3        U.S.$220,567,000   U.S.$220,567,000
  Notes due        US378272AE88
  2019
  2.875%         378272 AK4/   XS1218432000 U.S.$1,000,000,000       4        U.S.$580,139,000   U.S.$580,139,000
  Notes due      US378272AK49
  2020


Subject to the terms of the Offers as described in the Offer to Purchase, all Notes validly
tendered and not validly withdrawn at or prior to the Early Tender Date have been accepted for
purchase. No Notes tendered after the Early Tender Date have been or will be accepted for
purchase. The Offers will expire at 11:59pm on December 29, 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 will receive the Total Offer Consideration
(including the Early Tender Premium), which, in the case of the 2.500 per cent. Notes due 2019,
the 3.125 per cent.

Notes due 2019 and the 2.875 per cent. Notes due 2020, will beulated                                                                         
on December 15, 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 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 December 16, 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
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.

For further information please contact:

Investors
Martin Fewings               t: +41 41 709 2880    m: +41 79 737 5642    martin.fewings@glencore.com
Carlos Francisco Fernandez   t: +41 41 709 2369    m: +41 79 129 9195    carlos.fernandez@glencore.com
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.
                                                                                                             Page 3




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:
                All others, call toll-free:
                                                                                +44 20 7920 9700
                (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.
                                                                                                        Page 5

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.
                                                                                   Page 6




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




www.glencore.com

Date: 15/12/2016 02:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story