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GLENCORE PLC - GLN - U.S.$500 million Convertible Bonds: determination of relevant pricing, conversion ratio and dividend threshold

Release Date: 06/04/2018 12:29
Code(s): GLN     PDF:  
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GLN - U.S.$500 million Convertible Bonds: determination of relevant pricing, conversion ratio and dividend threshold

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

This press release relates to the disclosure of information that qualified, or may
have qualified, as inside information within the meaning of Article 7(1) of the EU
Market Abuse Regulation.

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OR FOR THE
ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED), OR IN OR INTO AUSTRALIA, CANADA, SOUTH AFRICA OR
JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY APPLICABLE
LAW


Glencore plc
Baar, Switzerland
06, April 2018

Notice to holders of the U.S.$500 million Non-Dilutive Cash-Settled Guaranteed Convertible 
Bonds due 2025 issued by Glencore Funding LLC (ISIN: XS1799614232):
determination of the Share Reference Price, the initial Conversion Price, the Reference 
FX Rate, the Exercise Price, the initial Conversion Ratio and the Dividend Threshold 
for each Relevant Period

On 20 March 2018, Glencore plc (“Glencore”), through its subsidiary Glencore
Funding LLC (the "Issuer"), announced the successful placing of U.S.$500
million Non-Dilutive Cash Settled Guaranteed Convertible Bonds due 2025
(ISIN: XS1799614232) (the "Bonds") guaranteed by Glencore, Glencore
International AG and Glencore (Schweiz) AG (together, the "Guarantors").

Expressions used and not defined in this notice shall bear the meanings given
to them in the Terms and Conditions of the Bonds (the “Conditions”).

Pursuant to and in accordance with the Conditions, Glencore hereby notifies
the holders of the Bonds of the following determinations and calculations:

   -   The Share Reference Price is £3.5786;
   -   The initial Conversion Price is £4.4733;
   -   The Reference FX Rate is £1 = $1.40986;
   -   The Exercise Price is £141,858;
   -   The initial Conversion Ratio is 31,712.15881; and
   -   The Dividend Threshold for each Relevant Period is as specified in the
       table below:

Relevant Period                                                Dividend Threshold
                                                               (per Bond basis)
From (and including) the Closing Date, but on or before         £ 2,283.27543432
30 June 2018
Thereafter, but on or before 31 December 2018                   £ 2,283.27543432
Thereafter, but on or before 30 June 2019                       £ 2,283.27543432
Thereafter, but on or before 31 December 2019                   £ 2,283.27543432
Thereafter, but on or before 30 June 2020                       £ 2,283.27543432
Thereafter, but on or before 31 December 2020                   £ 2,283.27543432
Thereafter, but on or before 30 June 2021                       £ 2,283.27543432
Thereafter, but on or before 31 December 2021                   £ 2,283.27543432
Thereafter, but on or before 30 June 2022                       £ 2,283.27543432
Thereafter, but on or before 31 December 2022                   £ 2,283.27543432
Thereafter, but on or before 30 June 2023                       £ 2,283.27543432
Thereafter, but on or before 31 December 2023                   £ 2,283.27543432
Thereafter, but on or before 30 June 2024                       £ 2,283.27543432
Thereafter, but on or before 31 December 2024                   £ 2,283.27543432
Thereafter, but on or before the Final Maturity Date            £ 0.000

Settlement and delivery of the Bonds took place on 27 March 2018.

For further information please contact:

Investors
Martin Fewings      t: +41 41 709 2880   m: +41 79 737 5642   martin.fewings@glencore.com
Ash Lazenby         t: +41 41 709 2714   m: +41 79 543 3804   ash.lazenby@glencore.com

Media
Charles Watenphul   t: +41 41 709 24 62 m: +41 79 904 33 20   charles.watenphul@glencore.com

www.glencore.com
Glencore LEI: 2138002658CPO9NBH955

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 sectors. We also provide financing,
logistics and other services to producers and consumers of commodities. Glencore's
companies employ around 146,000 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.

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

Disclaimer

This announcement is not a prospectus and has been made for information purposes only and shall
not constitute, or be relied upon in connection with, an offer to buy, sell, issue, or subscribe
for, or the solicitation of an offer to buy, sell, issue, or subscribe for, any securities, nor
shall there be any sale of securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful. The information contained in this announcement is for background purposes
only and does not purport to be full or complete, and is subject to change. No reliance may be
placed by any person for any purpose on the information contained in this announcement or its
accuracy, fairness or completeness.

This announcement does not contain or constitute an offer of, or the solicitation of an offer to
buy, any securities referred to herein to any person in the United States, Australia, Canada,
South Africa or Japan or in any jurisdiction to whom or in which such offer or solicitation is
unlawful. This announcement is not for publication or distribution, directly or indirectly, in or
into the United States, or for the account or benefit of U.S. persons (as defined in Regulation S
under the US Securities Act of 1933, as amended (the "Securities Act")). The distribution of this
announcement may be restricted by law in certain jurisdictions and persons into whose possession
any document or other information referred to herein comes should inform themselves about and
observe any such restriction. The securities referred to herein may not be offered or sold in the
United States, or for the account or benefit of U.S. persons, unless registered under the
Securities Act or offered in a transaction exempt from, or not subject to, the registration
requirements of the Securities Act. The offer and sale of the securities referred to herein have
not been and will not be registered under the Securities Act or under the applicable securities
laws of Australia, Canada, South Africa or Japan. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.

No action has been taken by the Issuer, the Guarantors, or by Merrill Lynch International,
Barclays Bank PLC, BNP Paribas, HSBC Bank plc or J.P. Morgan Securities plc (together, the
“Managers”) or any of their respective affiliates, or any other person that would permit an offer
of the securities referred to herein or possession or distribution of this announcement or any
other offering or publicity material relating to the securities referred to herein in any
jurisdiction where action for that purpose is required. Persons into whose possession this
announcement comes are required by the Issuer, the Guarantors, and the Managers to inform
themselves about, and to observe, any such restrictions.

Solely for the purposes of the product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the
purposes of the MIFID II Product Governance Requirements) may otherwise have with respect
thereto, the Bonds have been subject to a product approval process, which has determined that:
(i) the target market for the Bonds is eligible counterparties and professional clients only,
each as defined in MiFID II; and (ii) all channels for distribution of the Bonds to eligible
counterparties and professional clients are appropriate. Any person subsequently offering,
selling or recommending the Bonds (a "distributor") should take into consideration the
manufacturers’ target market assessment; however, a distributor subject to MiFID II is
responsible for undertaking its own target market assessment in respect of the Bonds (by either
adopting or refining the manufacturers’ target market assessment) and determining appropriate
distribution channels. The target market assessment is without prejudice to the requirements of
any contractual or legal selling restrictions in relation to any offering of the Bonds. For the
avoidance of doubt, the target market assessment does not constitute: (a) an assessment of
suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any
investor or group of investors to invest in, or purchase, or take any other action whatsoever
with respect to the Bonds.

The Bonds are not intended to be offered, sold or otherwise made available to and should not be
offered, sold or otherwise made available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a
retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the
meaning of Directive 2002/92/EC (as amended, the "Insurance Mediation Directive"), where that
customer would not qualify as a professional client as defined in point (10) of Article 4(1) of
MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") for offering or selling the Bonds or otherwise making them
available to retail investors in the EEA has been prepared and therefore offering or selling the
Bonds or otherwise making them available to any retail investor in the EEA may be unlawful under
the PRIIPS Regulation.

In addition, in the United Kingdom, this announcement is being distributed only to, and is
directed only at, persons(i) who have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, as amended (the “Order”); (ii) who fall within Article 49(2)(A) to (D) of the Order;
or (iii) to whom it may otherwise lawfully be communicated (all such persons together being
referred to as “Relevant Persons”). The information in this announcement must not be acted on or
relied on by persons who are not Relevant Persons. Any investment or investment activity to which
this announcement relates is available only to Relevant Persons and will be engaged in only with
Relevant Persons.

This announcement may include statements that are, or may be deemed to be, "forward-looking
statements".   These forward-looking statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates",
"expects", "intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans, objectives, goals,
future events or intentions. Forward-looking statements may and often do differ materially from
actual results. Any forward-looking statements reflect the Issuer's current view with respect to
future events and are subject to risks relating to future events and other risks, uncertainties
and assumptions. Forward-looking statements speak only as of the date they are made. Each of the
Issuer, the Managers and their respective affiliates expressly disclaims any obligation or
undertaking to update, review or revise any forward-looking statement contained in this
announcement, whether as a result of new information, future developments or otherwise.

Any decision to purchase any of the Bonds should only be made on the basis of an independent
review by a prospective investor of the Issuer and the Guarantors’ publicly available
information. None of the Managers nor any of their respective affiliates or any of its and their
directors, officers, employees, advisers or agents accepts any responsibility or liability
whatsoever for or makes any representation or warranty, express or implied, as to the truth,
accuracy or completeness of the information in this announcement (or whether any information has
been omitted from the announcement) or any other information relating to the Issuer or any of its
subsidiaries or associated companies, whether written, oral or in a visual or electronic form,
and howsoever transmitted or made available or for any loss howsoever arising from any use of
this announcement or its contents or otherwise arising in connection therewith. The information
contained in this announcement is subject to change in its entirety without notice up to the
closing date.

Each prospective investor should proceed on the assumption that it must bear the economic risk of
an investment in the Bonds or the ordinary shares notionally underlying the bonds (together with
the bonds, the “Securities”). None of the Issuer, the Guarantors, or the Managers make any
representation as to (i) the suitability of the securities for any particular investor, (ii) the
appropriate accounting treatment and potential tax consequences of investing in the securities or
(iii) the future performance of the securities either in absolute terms or relative to competing
investments.

In connection with any offering of the Bonds, each of the Managers and any of their respective
affiliates may take up a portion of the Bonds or the underlying shares as a principal position
and in that capacity may retain, purchase, sell or offer to sell for their own accounts such
securities and any other securities of the Issuer or any related investments in connection with
the offering of the Bonds or otherwise. In addition, each of the Managers and any of their
respective affiliates may enter into financing arrangements (including swaps or contracts for
differences) with investors in connection with which they may from time to time acquire, hold or
dispose of any such securities or other investments. They do not intend to disclose the extent of
any such investment or transactions otherwise than in accordance with any legal or regulatory
obligation to do so.

Merrill Lynch International, Barclays Bank PLC, BNP Paribas, HSBC Bank plc and J.P. Morgan
Securities plc, each of which are authorised by the Prudential Regulation Authority and regulated
by the Financial Conduct Authority and the Prudential Regulation Authority, are acting
exclusively for the Issuer and the Guarantors and no one else in connection with the securities
referred to herein. They will not regard any other person as their respective clients in relation
to the securities referred to herein and will not be responsible to anyone other than the Issuer
for providing the protections afforded to their respective clients, nor for providing advice in
relation to such securities, the contents of this announcement or any transaction, arrangement or
other matter referred to herein.

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

Date: 06/04/2018 12:29:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
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