TIDMGLEN
RNS Number : 8848M
Glencore PLC
18 October 2016
Glencore plc
Baar, Switzerland
18 October, 2016
Glencore Announces Pricing of Tender Offers
Glencore Funding LLC (the "Company") has today priced the Offers
to purchase up to the Aggregate Maximum Tender Amount of
outstanding Notes listed in the table below. As previously
announced, the Company has increased the "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.
Rule Reference
Title 144A Reg Acceptance Fixed U.S. Total
of CUSIP/ S Priority Spread Treasury Reference Offer
Security ISIN ISIN Level (bps) Security Yield(1) Consideration(2)
--------- -------------- ------------- ---------- ------ ---------- --------- ----------------
2019 Notes - subject to the 2019 Maximum Tender
Amount of U.S.$1,000,000,000 in aggregate principal
amount
0.875%
U.S.
3.125% Treasury
Notes 378272 Notes
due AG3/ due
2019 US378272AG37 XS1028955760 1 +120 9/15/2019 0.976% U.S.$1,023.19(1)
0.875
% U.S.
2.500% Treasury
Notes 378272 Notes
due AD0/ due
2019 US378272AD06 XS0938722401 2 +100 9/15/2019 0.976% U.S.$1,011.39(1)
Floating
Rate
Notes 378272
due AE8/
2019 US378272AE88 XS0938722583 3 - - - U.S.$1,010.00
2018 Notes - subject to the Aggregate Maximum
Tender Amount minus aggregate principal amount
of 2019 Notes accepted for purchase
0.75%
U.S.
2.125% Treasury
Notes 378272 Notes
due AJ7/ due
2018 US378272AJ75 XS1218431705 4 +65 9/30/2018 0.815% U.S.$1,009.68(1)
Floating
Rate
Notes 378272
due AM0/
2018(3) US378272AM05 XS1218431960 5 - - - U.S.$1,010.00
Notes:
(1) The Reference Yield and the Total Offer Consideration
for each Fixed Rate Note Offer were determined
on October 18, 2016 at 11:00am, New York City
time, as described in the Offer to Purchase.
(2) Per U.S.$1,000 principal amount of Notes
that have been accepted for purchase. The Total
Offer Consideration includes the Early Tender
Premium of U.S.$30.00 per U.S.$1,000 principal
amount of Notes that have been accepted for purchase.
The applicable Total Offer Consideration plus
the Accrued Interest will be paid to Holders
of Notes that have been validly tendered and
not validly withdrawn at or prior to the Early
Tender Date and accepted for purchase.
(3) Interest on the Floating Rate Notes due 2018
is reset quarterly on each interest payment date,
equal to 3-month U.S. dollar LIBOR plus 1.06
per cent. 3-month U.S. dollar LIBOR was spotted
at 0.88% at close of business on October 17,
2016. This has been provided for information
purposes only and may not reflect the rate used
to calculate accrued interest on the Floating
Rate notes due 2018.
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 on October 31,
2016 at 11:59pm, New York City time.
On the Early Payment Date, the applicable Total Offer
Consideration plus the Accrued Interest will be paid to Holders of
Notes that have been validly tendered and not validly withdrawn at
or prior to the Early Tender Date and accepted for purchase. 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
Expiration Date 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 as assigned to them in the Offer to Purchase
dated October 3, 2016.
For further information please contact:
Investors
Martin Fewings t: +41 41 m: +41 79 martin.fewings@glencore.com
709 28 80 737 56 42
Carlos-Francisco t: +41 41 m: +41 79 carlos.fernandez@glencore.com
Fernandez 709 23 69 129 91 95
Media
Charles t: +41 41 m: +41 79 charles.watenphul@glencore.com
Watenphul 709 24 62 904 33 20
Pam Bell t: +44 20 m: +44 77 pam.bell@glencore.co.uk
7412 3471 3031 9806
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, 383 Madison Avenue, 3rd
14(th) Floor Floor
Charlotte, NC 28255 New York, NY 10179
Attention: Liability Attention: Liability
Management Group 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, 22(nd) 125 Wood Street
Floor London EC2V 7AN
New York, NY 10005 United Kingdom
Banks and brokers call
collect: Telephone:
(212) 269-5550 +44 20 7920 9700
All others, call toll-free:
(866) 342-4884
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
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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
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCDVLFFQBFBFBQ
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