Glencore
Glencore Plc Announces a Placing of Up to 1,307,794,600 New Ordinary Shares
This announcement and the information contained herein are not for release, publication or distribution, directly or indirectly, in or into the united states, australia, canada, japan, jersey, south africa or any jurisdiction in which the same would be unl awful. this announcement is not an offer of securities in the united states, australia, canada, japan, jersey, south africa or any jurisdiction in which the same would be unlawful.
Glencore plc announces a placing of up to 1,307,794,600 new ordinary shares Further to the announcement made on 7 September 2015 by Glencore plc (the “Company” or “Glencore”), the Company announces today its intention to place up to 1,307,794,600 new ordinary shares in the Company (the “New Shares”), representing up to approximately 9.99% of the Company’s existing issued share capital (excluding treasury shares), with both existing and new institutional investors (the “Placing”). As previously announced, the Placing is being implemented to reduce the Company’s indebtedness and increase financial strength.
78% of the New Shares will be allocated through an accelerated book build process which will be launched immediately following this Announcement (the “Placing Shares”), in accordance with the terms and conditions set out in the Appendix. Citigroup Global Markets Limited (“Citi”) and Morgan Stanley & Co. International plc (“Morgan Stanley” and together with Citi, the "Joint Bookrunners") are acting as joint bookrunners and Barclays Bank PLC (“Barclays” and together with the Joint Bookrunners, the “Banks”) is acting as co-bookrunner in connection with the Placing.
The remaining 22% of the New Shares will be subscribed at the Placing Price (as defined below) pursuant to commitments (the “Management Commitments”) received from certain of Glencore’s senior management (including its CEO, CFO and several Board members) described in the separate announcement made on 7 September.
Details of the Placing
The placing of the Placing Shares is subject to the terms and conditions set out in the Appendix (which forms part of this announcement, such announcement and the Appendix together being the “Announcement”). The Banks will today commence a bookbuilding process in respect of the placing of the Placing Shares (the “Bookbuilding Process”). The price per ordinary share at which the New Shares (including those subscribed pursuant to the Management Commitments) are to be placed (the “Placing Price”) will be decided at the close of the Bookbuilding Process.
The book will open with immediate effect following this Announcement. The timing of the closing of the book, pricing and allocations are at the discretion of the Joint Bookrunners and the Company. Details of the Placing Price and the number of New Shares will be announced as soon as practicable after the close of the Bookbuilding Process.
The New Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing ordinary shares of the Company, including the right to receive all dividends and other distributions declared, made or paid after the date of issue. The New Shares are expected to be issued on 21 September 2015, which is after the record date for the 2015 interim distribution of US$0.06 per New Share, payable on 29 September 2015. The New Shares will therefore not carry any entitlement to participate in the 2015 interim distribution. If all the New Shares are placed, it would represent an increase of approximately 9.85% of the current issued ordinary share capital of the Company (9.99% of the current issued ordinary share capital excluding treasury shares). The Placing will be made on a non-pre-emptive basis.
Application will be made for the New Shares to be admitted to the premium listing segment of the Official List (the “Official List”) of the Financial Conduct Authority (the “FCA”) and to be admitted to trading on the main market for listed securities of the London Stock Exchange plc (the “London Stock Exchange”) (together, “Admission”). Settlement for the New Shares and Admission is expected to take place on or around 8.00 a.m. on 21 September 2015.
Applications to the Hong Kong Stock Exchange (the “HKSE”) and the Johannesburg Stock Exchange (the “JSE”) will be made to list the New Shares.
The Placing is conditional, among other things, upon Admission becoming effective. The Placing is also conditional upon the placing agreement between the Company and the Banks (the “Placing Agreement”) not being terminated. The Appendix sets out further information relating to the Bookbuilding Process and the terms and conditions of the placing of the Placing Shares. By choosing to participate and by making an oral and legally binding offer to acquire Placing Shares, investors will be deemed to have read and understood this Announcement in its entirety (including the Appendix) and to be making such offer on the terms and subject to the terms and conditions in it and to be providing the representations, warranties and acknowledgements contained in the Appendix. This Announcement (including the Appendix) should be read in its entirety.
Source: http://www.glencore.com/assets/Uploads/201509151750-Glencore-plc-announces-a-placing-of-up-to-1307794600-new-ordinary-shares.pdf
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