Extraordinary Meeting of Holders of Viterra's C$200 million 6.406% Senior Unsecured Notes due 2021 Cancelled
BAAR, Switzerland, July 29, 2012 /PRNewswire/ - Glencore International plc ("Glencore") today announced that the extraordinary resolution authorizing and approving certain proposed amendments (the "2021 Proposed Amendments") to Viterra Inc.'s ("Viterra") outstanding 6.406% Senior Unsecured Notes due February 16, 2021 (CUSIP 92849TAL2/92849TAM0) (the "2021 Notes") more particularly described in the consent and proxy solicitation statement of Glencore dated July 9, 2012 (the "Consent Solicitation Statement"), which was scheduled to be considered at the extraordinary meeting of the holders of 2021 Notes that had been adjourned to Monday, July 30, 2012 (the "Meeting"), has been withdrawn, and the Meeting has been cancelled. Capitalized terms used but not otherwise defined herein have the meanings ascribed thereto in the Consent Solicitation Statement.
Glencore previously received the requisite consents from the holders of Viterra's 5.950% Senior Notes due August 1, 2020 (CUSIP 92849TAJ7/C96906AA7) ("2020 Notes") to certain proposed amendments to the 2020 Notes more particularly described in the Consent Solicitation Statement (the "2020 Proposed Amendments"). The 2020 Proposed Amendments are conditional upon, among other things, the implementation of the 2021 Proposed Amendments (the "Cross-Condition"). Glencore will in due course determine and advise holders of 2020 Notes whether it intends to waive the Cross-Condition and, subject to the satisfaction or waiver of the remaining conditions to the 2020 Proposed Amendments (including the closing of the Viterra acquisition), proceed with the 2020 Proposed Amendments and payment of the corresponding consent fee.
About Glencore International plc
Glencore is one of the world's leading integrated producers and marketers of commodities, headquartered in Baar, Switzerland, and listed on the London and Hong Kong Stock Exchanges. Glencore has worldwide activities in the production, sourcing, processing, refining, transporting, storage, financing and supply of Metals and Minerals, Energy Products and Agricultural Products.
About Viterra Inc.
Viterra provides premium quality ingredients to leading global food manufacturers. Headquartered in Canada, the global agri-business has operations across Canada, the United States, Australia, New Zealand and China, as well as a growing international presence that extends to offices in Japan, Singapore, Vietnam, Switzerland, Italy, Ukraine, Germany, Spain and India. Driven by an entrepreneurial spirit, Viterra operates three distinct business segments: Grain Handling and Marketing, Agri-Products and Processing. Viterra's expertise, close relationships with producers and superior logistical assets allow Viterra to consistently meet the needs of the most discerning end-use customers, helping to fulfill nutritional needs of people around the world. Viterra shares are traded on the Toronto Stock Exchange and Viterra CHESS Depository Interests (CDIs) representing beneficial interests in Viterra shares trade on the Australian Securities Exchange.
THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SOLICITATION OF CONSENTS WITH RESPECT TO THE NOTES OR AN OFFER OF SECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO AND SHOULD NOT BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR PURCHASE. THE CONSENT SOLICITATIONS ARE BEING MADE SOLELY PURSUANT TO THE CONSENT SOLICITATION STATEMENT AND THE RELATED CONSENT FORMS, WHICH SET FORTH THE COMPLETE TERMS OF THE CONSENT SOLICITATIONS.
THE CONSENT SOLICITATIONS ARE BEING MADE ONLY TO ELIGIBLE HOLDERS. THE CONSENT SOLICITATIONS ARE NOT BEING MADE TO HOLDERS OF SECURITIES IN ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE CONSENT SOLICITATIONS WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. NONE OF GLENCORE, GLENCORE INTERNATIONAL AG, VITERRA, THE TRUSTEES, THE INFORMATION AND TABULATION AGENTS OR THE SOLICITATION AGENTS MAKE ANY RECOMMENDATION AS TO WHETHER OR NOT ELIGIBLE HOLDERS SHOULD DELIVER CONSENTS. THE PARENT GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S. SECURITIES ACT), EXCEPT TO QIBs (AS DEFINED IN RULE 144A OF THE U.S. SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT (OR APPLICABLE STATE SECURITIES LAWS) OR TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT. NOTHING IN THIS ANNOUNCEMENT IS OR SHOULD BE CONSTRUED AS A STATEMENT OR REPRESENTATION THAT CONSENT IS REQUIRED FROM THE NOTEHOLDERS FOR ANY OF THE ACTIONS DESCRIBED HEREIN.
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
THIS ANNOUNCEMENT MAY INCLUDE "FORWARD-LOOKING STATEMENTS", AS DEFINED IN THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 OR "FORWARD-LOOKING INFORMATION" AS DEFINED UNDER APPLICABLE CANADIAN SECURITIES LEGISLATION, ABOUT GLENCORE AND GLENCORE'S INTENTIONS REGARDING ANY POTENTIAL INTEGRATION AND REORGANIZATION OF VITERRA. SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY DIFFER FROM THOSE IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS. SUCH STATEMENTS MAY BE (BUT ARE NOT NECESSARILY) IDENTIFIED BY THE USE OF PHRASES SUCH AS "MAY", "SHOULD", "WILL", "COULD", "EXPECT", "INTEND", "PLAN", "ESTIMATE", "ANTICIPATE", "BELIEVE", "FUTURE", "PROPOSED" OR "CONTINUE" OR THE NEGATIVE THEREOF OR SIMILAR VARIATIONS. READERS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON FORWARD-LOOKING STATEMENTS, WHICH REFLECT THE ANALYSIS OF THE MANAGEMENT OF GLENCORE ONLY AS OF THE DATE OF THIS ANNOUNCEMENT. GLENCORE IS UNDER NO OBLIGATION, AND EXPRESSLY DISCLAIMS ANY INTENTION OR OBLIGATION, TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE, EXCEPT AS REQUIRED BY APPLICABLE LAW.
SOURCE Glencore International plc