Glencore International Rule 2.10 Announcement

RNS Number : 6725W

Glencore International PLC

02 February 2012

 



2 February 2012

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Glencore International plc - Rule 2.10 Announcement

Glencore International plc ("Glencore" or the "Company") notes the announcement by Xstrata plc ("Xstrata") earlier today regarding a possible all share merger of equals between Xstrata and Glencore. There can be no certainty that any offer will be made. A copy of Xstrata's announcement is appended to this announcement.

In accordance with Rule 2.10 of the City Code on Takeovers and Mergers (the "Code"), the Company confirms that, as at the close of business on 1 February 2012, it had in issue 6,922,713,511 ordinary shares of U.S.$0.01 each with ISIN JE00B4T3BW64.

In addition, the Company confirms that there are in issue U.S.$2.3 billion in principal amount of 5 per cent. guaranteed convertible bonds due December 2014 issued by Glencore Finance (Europe) S.A., one of Glencore's financing vehicles. The convertible bonds are convertible into ordinary shares in the Company. The ISIN for the convertible bonds is XS0475310396.

The Company holds no shares in treasury.

John Burton

Company Secretary

Glencore International plc

For enquiries about Glencore, please contact:

Paul Smith (Investors)                        Simon Buerk (Media)                                       RLM Finsbury (Media)

t: [phone]                        t: [phone]                                    Guy Lamming

m: [phone]                     m: [phone]                                  Dorothy Burwell

e: [e-mail]          e: [e-mail]                   t: [phone]

Elisa Morniroli (Investors)                   Charles Watenphul (Media)                           John Burton (Company Secretary)

t: [phone]                         t: [phone]                                   t: [phone]

m: [phone]                      m: [phone]                                m: [phone]

e: [e-mail]     e: [e-mail]        e: [e-mail]

Publication on Website

A copy of this announcement will be available, subject to certain restrictions relating to persons resident in restricted jurisdictions, at www.glencore.com by no later than 12 noon (London time) on 3 February 2012.

Disclosure requirements of the Code

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any paper offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any paper offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any paper offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a paper offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any paper offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any paper offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any paper offeror, save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.

If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a paper offeror, they will be deemed to be a single person for the purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).

Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on [phone] if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.

Text of announcement by Xstrata plc:

NEWS RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION

Response to speculation

Zug, 2 February 2012

Xstrata plc ("Xstrata" or the "Company") confirms that it has received an approach from and is in discussions with Glencore International plc ("Glencore") regarding an all share merger of equals which may or may not lead to an offer being made by Glencore for Xstrata. There can be no certainty that any offer will be made.

In accordance with Rule 2.6(a) of the City Code on Takeovers and Mergers (the "Code"), Glencore is now required, by no later than 5:00 p.m. on 1 March 2012, to either announce a firm intention to make an offer for the Company in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. The deadline can be extended with the consent of the Panel in accordance with Rule 2.6(c) of the Code.

This announcement is being made with the agreement of Glencore. Any further announcement will be made as appropriate.

Ends

 

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