TIDMGLEN
RNS Number : 0077S
Glencore PLC
15 December 2016
Glencore plc
Baar, Switzerland
15 December, 2016
Glencore Announces Pricing of Tender Offers
Glencore Funding LLC (the "Company") has today priced the Offers
to purchase up to the Maximum Tender Amount of outstanding Notes
listed in the table below. As previously announced, the Company has
increased the "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 Reference
Title 144A Acceptance Fixed U.S. Total
of CUSIP/ Reg S Priority Spread Treasury Reference Offer
Security ISIN ISIN Level (bps) Security Yield(1) Consideration(2)
--------- -------------- ------------- ---------- ------ ---------- --------- ----------------
1.000%
2.500% U.S.
Notes 378272 Treasury
due AD0/ Notes due
2019 US378272AD06 XS0938722401 1 +90 11/15/2019 1.578% U.S.$1,000.43(1)
1.000%
3.125% U.S.
Notes 378272 Treasury
due AG3/ Notes due
2019 US378272AG37 XS1028955760 2 +95 11/15/2019 1.578% U.S.$1,013.63(1)
Floating
Rate
Notes 378272
due AE8/
2019 US378272AE88 XS0938722583 3 - - - U.S.$1,010.00
1.750%
2.875% U.S.
Notes 378272 Treasury
due AK4/ Notes due
2020 US378272AK49 XS1218432000 4 +75 11/30/2021 2.088% U.S.$1,001.15(1)
Notes:
(1) The Reference Yield and the Total Offer Consideration
for each Fixed Rate Note Offer were determined
on December 15, 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not validly withdrawn at or prior to the Early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.
Subject to the terms of the Offers as described in the offer to
purchase dated December 1, 2016 (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Notes validly tendered and not validly withdrawn at or prior to the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 on December 29, 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 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
Expiration Date 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 as assigned to them in the Offer to
Purchase.
For further information please contact:
Investors
Martin Fewings t: +41 41 m: +41 79 martin.fewings@glencore.com
709 2880 737 5642
Carlos Francisco t: +41 41 m: +41 79 carlos.fernandez@glencore.com
Fernandez 709 2369 129 9195
Stefan Ogden t: +65 6415 m: +65 9828 stefan.ogden@glencore.com
7625 3700
Media
Charles Watenphul t: +41 41 m: +41 79 charles.watenphul@glencore.com
709 2462 904 3320
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 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:
1 (800) 624-1808 Telephone:
Collect: 1 (203) 719-4210
1 (212) 761-1057 Toll Free:
In Europe: 1 (888) 719-4210
+44 20 7677 5040 In Europe:
+44 20 7568 2133
Email:
liabilitymanagementeurope@morganstanley.com Email:
Attn: Liability Management ol-liabilitymanagement-eu@ubs.com
Group Attn: Liability Management
Group
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
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
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
TENQELFFQLFZFBZ
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