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GLN: Glencore Announces Successful Placing Of Bonds>
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OR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
Baar, Switzerland
19 September 2018
Glencore plc successfully placed a tap issue of non-dilutive zero
coupon cash settled guaranteed convertible bonds for USD 125
million to be consolidated with its USD 500 million non-dilutive
zero coupon cash settled guaranteed convertible bonds due 2025
Glencore plc (“Glencore”), through its subsidiary Glencore Funding LLC (the
"Issuer"), announces the successful placing of a tap issue of non-dilutive zero
coupon cash settled guaranteed convertible bonds due 27 March 2025 (the “New
Bonds”) with a nominal amount of USD 125 million.
The New Bonds are to be issued on the same terms (save for the issue price) as
the USD 500 million zero coupon non-dilutive cash settled guaranteed convertible
bonds due 27 March 2025 issued by Glencore Funding LLC on 27 March 2018 (the
“Original Bonds”) and, as of the date falling 41 days after the Issue Date (as
defined below) or such other date as the Issuer notifies to holders, the New
Bonds shall be fully fungible and consolidated with the Original Bonds
(together, the “Bonds”).
Concurrently with the placing of the New Bonds, the Issuer has purchased from
one or more hedge counterparties cash-settled call options (the “Call Options”)
on shares of Glencore (the “Shares”) to hedge the increase in its economic
exposure to a potential exercise of the conversion rights embedded in the Bonds.
As conversion rights in respect of the Bonds will be cash-settled only, the
issue and conversion of the Bonds will not result in the issuance of any new
shares, or the delivery of existing shares, of Glencore or any other group
company.
The net proceeds of the offering of the New Bonds will be used for general
corporate purposes and for the purchase of the Call Options.
The initial issue price of the New Bonds shall be 89% of their nominal value.
The final issue price of the New Bonds will be determined following a reference
period of 2 consecutive trading days after pricing (from 20 September 2018 to
21 September 2018) (the “Reference Period”) in order to reflect the share price
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performance and the evolution of the GBP/USD exchange rate. The final issue
price of the New Bonds will be announced on 21 September 2018.
The settlement and delivery of the New Bonds is expected to take place on 26
September 2018 (the “Issue Date”).
The New Bonds have been offered via an accelerated book building process through
a private placement to institutional investors only, outside the United States,
Australia, Canada, Japan, Jersey, South Africa or any other jurisdiction in
which offers or sales of the New Bonds would be prohibited by applicable law.
No prospectus, offering circular or similar document will be prepared in respect
of the offering of the New Bonds.
It is anticipated that the hedge counterparties to the Call Options, which may
include the Joint Bookrunners, will enter into transactions to hedge their
respective positions under the Call Options through the purchase or sale of
Shares or any other transactions, on the market and off-market, at any time,
and in particular during the Reference Period and at the conversion or
redemption of the Bonds.
An additional application will be made for the New Bonds to be admitted to
trading on the Open Market (Freiverkehr) segment of the Frankfurt Stock Exchange
and such admission to trading is expected no later than 41 days after the Issue
Date of the New Bonds.
In the context of the offering, Glencore and the Issuer have agreed to a lock-
up undertaking in relation to its Shares and equity-linked securities for a
period ending 90 calendar days after the date hereof, subject to certain
exceptions and waiver by the Sole Global Coordinator.
BNP PARIBAS was acting as Sole Global Coordinator for the offering and together
with Citigroup Global Markets Limited as Joint Bookrunners.
For further information please contact:
Investors
Martin Fewings t: +41 41 709 m: +41 79 737 martin.fewings@glencore.com
Ash Lazenby 2880
t: +41 41 709 5642
m: +41 79 543 ash.lazenby@glencore.com
Media 2714 3804
Charles Watenphul t: +41 41 709 24 m: +41 79 904 33 charles.watenphul@glencore.com
62 20
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.
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 BNP Paribas or Citigroup Global
Markets Limited (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 New Bonds have been subject to a product approval process, which has determined that: (i) the
target market for the New Bonds is eligible counterparties and professional clients only, each as
defined in MiFID II; and (ii) all channels for distribution of the New Bonds to eligible
counterparties and professional clients are appropriate. Any person subsequently offering, selling
or recommending the New 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 New 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 New 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 New Bonds.
The New 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 New Bonds or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the New 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 New 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 New 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 New Bonds, each of the Managers and any of their respective
affiliates may take up a portion of the New 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 New 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.
BNP Paribas London Branch is lead supervised by the European Central Bank (ECB) and the Autorité
de Contrôle Prudentiel et de Résolution (ACPR). BNP Paribas London Branch is authorised by the
ECB, the ACPR and the Prudential Regulation Authority and subject to limited regulation by the
Financial Conduct Authority and Prudential Regulation Authority. Citigroup Global Markets Limited
is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct
Authority and the Prudential Regulation Authority.
The Managers 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.
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Disclaimer
The companies in which Glencore plc directly and indirectly has an interest are separate and
distinct legal entities. In this document, “Glencore”, “Glencore group” and “Group” are used for
convenience only where references are made to Glencore plc and its subsidiaries in general. These
collective expressions are used for ease of reference only and do not imply any other
relationship between the companies. Likewise, the words “we”, “us” and “our” are also used to
refer collectively to members of the Group or to those who work for them. These expressions are
also used where no useful purpose is served by identifying the particular company or companies.
Sponsor
Absa Bank Limited (acting through its Corporate and Investment Banking Division)
Date: 20/09/2018 08:03:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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