NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA), CANADA, JAPAN, THE PEOPLE'S REPUBLIC OF CHINA (EXCLUDING HONG KONG), HONG KONG, AUSTRALIA OR THE REPUBLIC OF SOUTH AFRICA.
This announcement is an advertisement and not a prospectus. Investors should not purchase or subscribe for any transferable securities referred to in this announcement except on the basis of information in the prospectuses (the "Prospectuses") published by Glencore International plc in connection with the admission of the ordinary shares to (i) the premium listing segment of the Official List of the United Kingdom Listing Authority and to trading on the London Stock Exchange plc's main market for listed securities (the "London Stock Exchange") dated 4 May 2011 and (ii) secondary listing on the Main Board of The Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") dated 13 May 2011 (together, "Admission") and the pricing statement (the "Pricing Statement") published today in connection with Admission.
FOR IMMEDIATE RELEASE
Baar, Switzerland 19th May 2011
GLENCORE INTERNATIONAL PLC IPO SUCCESSFULLY PRICED
Glencore International plc ("Glencore" or the "Company") is pleased to announce the successful placing of 1,137,331,973 ordinary shares to institutional investors (the "International Offer") at a price of 530 pence per share, and of 31,250,000 new ordinary shares to professional and retail investors in Hong Kong (the "Hong Kong Offer" and, together with the International Offer, the "Global Offer") at a price of HK$66.53 per ordinary share. The total number of ordinary shares of the Company in issue after Admission in London and Hong Kong will be 6,922,713,511 (prior to exercise of the over-allotment option).
· IPO successfully priced at 530 pence per share in the International Offer and HK$66.53 per share in the Hong Kong Offer.
· Largest ever IPO on the premium listing segment of the London Stock Exchange.
· First ever simultaneous London primary and Hong Kong secondary IPO.
· Gross proceeds raised of approximately US$10 billion, (prior to exercise of the over-allotment option), comprising a primary component of approximately US$7.9 billion, and secondary sales by existing shareholders of approximately US$2.1 billion.
· 6,922,713,511 ordinary shares in issue at Admission with a market capitalisation of approximately US$59.2 billion at the offer price (equal to £36.7 billion and HK$461 billion)2.
· It is anticipated that Glencore will become only the third company ever to enter the FTSE 100 under the fast-entry rule at close of business on UK Admission (24 May 2011), and that the Company will also be eligible for early inclusion in the relevant MSCI indices, subject to confirmation from MSCI.
· A select group of cornerstone investors has subscribed at the offer price for shares worth US$3.1 billion, equal to approximately 31 per cent of the Global Offer. This represents one of the largest cornerstone investments by value ever achieved for an IPO, and one of very few cornerstone tranches ever undertaken in an IPO outside of Asia. The shares subscribed for by cornerstone investors will be locked up for 6 months post-Admission.
· 2.7 per cent of the Global Offer has been allocated to the Hong Kong Offer. In addition, a proportion of investors in the Institutional Offer have elected to take shares registered on Glencore's Hong Kong branch share register.
· Conditional dealings on the London Stock Exchange will commence at 8.00am BST today, 19 May 2011 under the ticker "GLEN".
· Admission and unconditional dealings expected to commence on 24 May 2011 in London and on 25 May 2011 in Hong Kong.
· As stabilising manager, Morgan Stanley Securities Limited has been granted an over-allotment option (the "Over-Allotment Option") of up to 116,858,197 ordinary shares, representing 10 per cent of the ordinary shares in the Global Offer exercisable for a period of 30 calendar days from the commencement of conditional dealings of the ordinary shares on the London Stock Exchange.
· Following Admission, Glencore's directors and employees will continue to hold approximately 83.1 per cent of the Company's ordinary shares, which are subject to various lock-up arrangements, as described in the Prospectus and the Pricing Statement and prior to exercise of the Over-Allotment Option.
Commenting on the successful pricing of the IPO today, Ivan Glasenberg, Glencore's Chief Executive Officer, said:
"Glencore's offer has seen substantial interest from investors around the world and was significantly oversubscribed throughout the price range providing Glencore with a high quality, diverse and geographically spread investor base. We welcome and look forward to building long-term mutually beneficial relationships with our new shareholders, as we have with our customers, suppliers and capital partners over the years. Indeed, the final pricing of our offer reflects this approach. The significant level of investor interest re-affirms our belief that industry conditions and Glencore's business model today provide us with a compelling basis to continue to deliver and sustain superior returns."
Publication of the Pricing Statement
The Pricing Statement will be submitted to the UK Listing Authority. Copies of the Pricing Statement will be available free of charge during normal business hours, from the following addresses:
Glencore International plc
Citigroup Global Markets U.K. Equity Limited
London E14 5LB
Credit Suisse Securities (Europe) Limited
One Cabot Square
London E14 4QJ
Morgan Stanley & Co. International plc
25 Cabot Square
London E14 5LB
For electronic copies of the Pricing Statement, please visit Glencore's website at www.glencore.com. A copy of the Pricing Statement will also be available following Admission at www.hemscott.com/nsm.do.
When admitted to trading on the London Stock Exchange, the ordinary shares will be registered with ISIN number JE00B4T3BW64 and SEDOL number B4T3BW6. The ordinary shares will be traded on the Hong Kong Stock Exchange in board lots of 100 ordinary shares each and with the
stock code of 00805.
Nicholas Bias (Investors)
t: +41 (0)41 709 2885
m: +41 (0)79 947 1348
Simon Buerk (Media)
t: +41 (0)41 709 2679
m: +41 (0)79 955 5384
t: +44 (0)20 7986 4000
t: +44 (0)20 7888 8888
t: +44 (0)20 7425 5000
t: +44 (0)20 7251 3801
The contents of this announcement, which have been prepared by and are the sole responsibility of Glencore, have been approved by Citigroup Global Markets Limited, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB and Morgan Stanley & Co. International plc, 25 Cabot Square, London E14 4QA solely for the purposes of section 21(2)(b) of the Financial Services and Markets Act 2000.
The information contained in this announcement is for background purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy or completeness. Defined terms used in this announcement have the same meaning as in the Prospectuses unless the context requires otherwise.
If Admission does not occur, all conditional dealings on the London Stock Exchange will be of no effect and any such dealings will be at the sole risk of the parties concerned.
This announcement is not for publication or distribution, directly or indirectly, in or into the United States (including its territories and possessions, any state of the United States and the District of Columbia). The Ordinary Shares described herein have not been and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or the laws of any state, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state laws. 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. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
This announcement does not contain or constitute an offer for sale or subscription of, or the solicitation of an offer or an invitation to buy or subscribe for securities, to any person in any jurisdiction. The offer and sale of Ordinary Shares referred to herein has not been and will not be registered under the Securities Act or under the applicable securities laws of Canada, Japan, the People's Republic of China (excluding Hong Kong), Australia or the Republic of South Africa. Subject to certain exceptions, the Ordinary Shares referred to herein may not be offered or sold in Canada, Japan, the People's Republic of China (excluding Hong Kong), Australia or the Republic of South Africa or to, or for the account or benefit of, any national, resident or citizen of Canada, Japan, the People's Republic of China (excluding Hong Kong), Australia or the Republic of South Africa. There will be no public offer of the Ordinary Shares in the United States, Canada, Japan, the People's Republic of China (excluding Hong Kong), Australia or the Republic of South Africa. In Hong Kong, the Ordinary Shares may only be offered to the public by means of the prospectus issued by the Company on 13 May 2011 in connection with the Hong Kong Offer (being part of the Global Offer) which has been authorised by the Hong Kong Stock Exchange for registration by the Registrar of Companies under the Companies Ordinance (Cap.32 of the Laws of Hong Kong) and has been so registered (the "Hong Kong Prospectus"). This announcement has not been registered as a prospectus in Hong Kong, is not for publication or distribution in or into Hong Kong and may not be distributed either directly or indirectly to the public or any member of the public in Hong Kong.
Glencore and each of the Banks 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 purchase of Ordinary Shares in the proposed Global Offer should be made solely on the basis of the information contained in the Price Range Prospectus and the Pricing Statement issued by Glencore in connection with the Global Offer, except that any application by members of the public in Hong Kong under the Hong Kong Offer should be made solely on the basis of the information contained in the Hong Kong Prospectus. No reliance may or should be placed by any person for any purposes whatsoever on the information contained in this announcement or on its completeness, accuracy or fairness. The dates of Admission may be influenced by things such as market conditions. There is no guarantee that the Global Offer and Admission will occur and you should not base your financial decisions on Glencore's intentions in relation to the Global Offer and Admission at this stage. Information in this announcement or any of the documents relating to the Global Offer cannot be relied upon as a guide to future performance. This announcement does not constitute a recommendation concerning the Global Offer.
The value of Ordinary Shares can decrease as well as increase. Potential investors should consult a professional advisor as to the suitability of the Global Offer for the person concerned. Each of the UK Sponsors and the International Managers are authorised and regulated in the United Kingdom by the FSA and each of the HK Sponsors and the Hong Kong Managers is authorised and regulated in Hong Kong by the SEC and all of the Banks are acting exclusively for the Company and no one else in connection with the Global Offer. They will not regard any other person as their respective clients in relation to the Global Offer and will not be responsible to anyone other than Glencore for providing the protections afforded to their respective clients, nor for providing advice in relation to the Global Offer, the contents of this announcement or any transaction, arrangement or other matter referred to herein. In connection with the Global Offer, each of the Banks and any of their affiliates, acting as investors for their own accounts, may subscribe for or purchase Ordinary Shares and in that capacity may retain, purchase, sell, offer to sell or otherwise deal for their own accounts in such Ordinary Shares and other securities of the Company or related investments in connection with the Global Offer or otherwise, provided that, in relation to Ordinary Shares to be registered and traded in Hong Kong, the Banks shall be entitled to undertake or conduct any or all of the foregoing activities where they are not prevented or restricted by applicable law or regulation from doing so. Accordingly, references in the Price Range Prospectus and the Hong Kong Prospectus to the Ordinary Shares being issued, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by any of the Banks and any of their affiliates acting as investors for their own accounts. The Banks do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligations to do so.
None of the Banks or any of their respective 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 Company, 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 announcement or its contents or otherwise arising in connection therewith.
In connection with the Global Offer, the Stabilisation Manager, or any of its agents, may (but will be under no obligation to), to the extent permitted by applicable law, over-allot Ordinary Shares or effect other transactions with a view to supporting the market price of the Ordinary Shares at a higher level than that which might otherwise prevail in the open market. The Stabilisation Manager is not required to enter into such transactions and such transactions may be effected on any stock market, over-the-counter market, stock exchange or otherwise and may be undertaken at any time during the period commencing on the date of the commencement of conditional dealings of the Ordinary Shares on the London Stock Exchange and ending no later than 30 calendar days thereafter (or, in respect of any stabilisation action undertaken in Hong Kong, ending at such time in accordance with applicable laws and regulatory requirements). However, there will be no obligation on the Stabilisation Manager or any of its agents to effect stabilising transactions and there is no assurance that stabilising transactions will be undertaken. Such stabilising measures, if commenced, may be discontinued at any time without prior notice. In no event will measures be taken to stabilise the market price of the Ordinary Shares above the offer price. The details of any intended stabilisation to be undertaken in Hong Kong and how it will be regulated under the Securities and Futures Ordinance (Cap.571 of the Laws of Hong Kong) are contained in the Hong Kong Prospectus. Save as required by law or regulation, neither the Stabilisation Manager nor any of its agents intends to disclose the extent of any over-allotments made and/or stabilisation transactions conducted in relation to the Global Offer.
In connection with the Global Offer, the Stabilisation Manager may, for stabilisation purposes, over-allot Ordinary Shares up to a maximum of 10 per cent of the total number of Ordinary Shares comprised in the Global Offer. For the purposes of allowing it to cover short positions resulting from any such over-allotments and/or from sales of Ordinary Shares effected by it during the stabilisation period, the Stabilisation Manager will enter into over-allotment arrangements pursuant to which the Stabilisation Manager may purchase or procure purchasers for additional Ordinary Shares up to a maximum of 10 per cent of the total number of Ordinary Shares comprised in the Global Offer (the "Over Allotment Shares") at the offer price. The over-allotment arrangements will be exercisable in whole or in part, upon notice by the Stabilisation Manager, at any time on or before the 30th calendar day after the commencement of conditional dealings in the Ordinary Shares on the London Stock Exchange (or, in respect of any over-allotment arrangement taking place in Hong Kong, before such time in accordance with the applicable laws and regulatory requirements). Any Over Allotment Shares will be purchased on the same terms and conditions as the Ordinary Shares being issued or sold in the Global Offer and will form a single class for all purposes with the other Ordinary Shares.