TIDMGLEN
RNS Number : 4228L
Glencore PLC
05 September 2019
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NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE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
AMED), 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
5 September 2019
Notice to holders of the U.S.$625 million Non-Dilutive
Cash-Settled Guaranteed Convertible Bonds due 2025 issued by
Glencore Funding LLC (the "Bonds", ISIN: XS1799614232)
Capitalised terms 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 the Conditions, Glencore plc ("Glencore"), through
its subsidiary Glencore Funding LLC (the "Issuer"), hereby notifies
Bondholders that as a result of the Cash Dividend of U.S.$0.10 per
Ordinary Share payable on 24 September 2019 to Shareholders of
record on 6 September 2019, the Calculation Agent has determined
that, effective 5 September 2019:
-- the Conversion Price is adjusted to GBP4.4387 (previously
GBP4.4582) pursuant to Condition 6(a)(ii) of the Conditions;
and
-- the Conversion Ratio (pursuant to the definition thereof in
the Conditions) based on such adjusted Conversion Price as
aforesaid is 31,959.35747 (previously 31,819.56844).
For further information please contact:
Investors
Martin Fewings t: +41 41 709 2880 m: +41 79 737 5642 martin.fewings@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 158,000 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.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.
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCCKPDKABKDCCK
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September 05, 2019 12:11 ET (16:11 GMT)
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