Publication of Documentation

RNS Number : 5266E

Glencore International PLC

31 May 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

FOR IMMEDIATE RELEASE

31 May 2012

GLENCORE INTERNATIONAL PLC

PUBLICATION OF DOCUMENTATION

On 7 February 2012, the Directors of Glencore International plc ("Glencore") and the Directors of Xstrata plc ("Xstrata") announced that they had reached agreement on the terms of a recommended all share merger of equals (the "Merger"). The Merger is being implemented by way of a Court sanctioned Scheme of Arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

Documentation

Glencore announces that the prospectus relating to the new shares to be issued by Glencore in connection with the Merger (the "Prospectus"), together with the circular to be sent to Glencore shareholders in connection with the Merger (the "Glencore Circular") have today been approved by the UK Listing Authority. Accordingly, the Prospectus and the Glencore Circular will be made available on Glencore's website (www.glencore.com), and Glencore shareholders will shortly receive a copy of the Glencore Circular.

Xstrata shareholders will also receive, amongst other documents, the scheme document in connection with the Merger, published today by Xstrata (the "Scheme Document"). Glencore understands that the Scheme Document will be made available on Xstrata's website (www.xstrata.com).

Shareholder Meetings

As set out in the Glencore Circular, a Glencore general meeting will be held on 11 July 2012 to allow Glencore shareholders to vote on the proposed resolutions required to approve and implement the Merger.

In addition, as set out in the Scheme Document, a court meeting and general meeting in connection with the Scheme will be held on 12 July 2012 to allow Xstrata shareholders to vote on the proposed resolutions required to approve and implement the Scheme.

The key dates in respect of the Glencore and Xstrata shareholder meetings are as follows:

Latest time for lodging of proxy forms for the Glencore general meeting	11.00 a.m. Zug time on 9 July 2012[1]
Glencore general meeting[2]	11.00 a.m. Zug time on 11 July 2012
Xstrata court meeting	11.00 a.m. Zug Time on 12 July 2012
Xstrata general meeting	11.30 a.m. Zug Time on 12 July 2012

Completion of the Merger remains conditional upon, amongst other things, approval of the Merger by Xstrata shareholders and Glencore shareholders, certain regulatory approvals and completion of the Court process as further set out in the Scheme Document.

For enquiries about Glencore, please contact:

Paul Smith (Investors)                       Simon Buerk (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]

Elisa Morniroli (Investors)                 Charles Watenphul (Media)                          

t: [phone]                       t: [phone]                                   

m: [phone]                    m: [phone]                                

e: [e-mail]  e: [e-mail]       

Copies of the Prospectus and Glencore Circular have been submitted to the National Storage Mechanism and will be available for inspection at www.hemscott.com/nsm.do. The Prospectus and Glencore Circular are also available for inspection at the registered office of Glencore, Queensway House, Hilgrove Street, St Helier, Jersey JE1 1ES.

This announcement is for information purposes only. It is not intended to and does not constitute, or form part of, an offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to the Merger or otherwise nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. The Merger will be made solely by means of the Scheme Document, which, together with the Forms of Proxy, contains the full terms and conditions of the Merger including details of how to vote in respect of the Merger. Any vote in respect of the Scheme or other response in relation to the Merger should be made only on the basis on the information contained in the Scheme Document. This announcement does not constitute a prospectus or prospectus equivalent document. 

The release, publication or distribution of this announcement in or into jurisdictions other than the UK may be restricted by law and therefore any persons who are subject to the law of any jurisdiction other than the UK should inform themselves about, and observe, any applicable requirements. Any failure to comply with the applicable restrictions may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies and persons involved in the Merger disclaim any responsibility or liability for the violation of such restrictions by any person. This announcement has been prepared for the purposes of complying with English law, the Listing Rules, the rules of the London Stock Exchange and the Code and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of England.

Publication on Website

A copy of this announcement will be available on Glencore's website at www.glencore.com by no later than 12 noon (London time) on the business day following the date of this announcement.

You may request a hard copy of this announcement, free of charge, by contacting the Company Secretary of Glencore, John Burton, at [e-mail]. You may also request that all future documents, announcements and information to be sent to you in relation to the Merger should be in hard copy form.

---

[1]    If Forms of Proxy are lodged with Glencore's Registrar in Hong Kong, the latest time for lodging the Forms of Proxy is 5.00 p.m. Hong Kong time on 9 July 2012.

[2]    The Glencore general meeting will be held at Theatre-Casino Zug, Artherstrasse 2-4, Zug, Switzerland

 

END

 

 

MSCBKDDDDBKDFPN