Glencore Receives Requisite Consents in Consent Solicitation relating to Viterra's U.S.$400 million 5.950% Senior Notes due 2020 and will proceed with the Noteholder Meeting relating to Viterra's C$200 million 6.406% Senior Unsecured Notes due 2021
BAAR, Switzerland, July 20, 2012 /PRNewswire/ - Glencore International plc ("Glencore") announced today that it has received consents (the "Requisite Consents") from holders of US$369,055,000 aggregate principal amount of Viterra Inc.'s ("Viterra") outstanding 5.950% Senior Notes due August 1, 2020 (CUSIP 92849TAJ7/C96906AA7) (the "2020 Notes") (representing approximately 92.26% of the total principal amount of the outstanding 2020 Notes) to certain proposed amendments to the 2020 Notes more particularly described in the consent and proxy solicitation statement of Glencore dated July 9, 2012 ("Consent Solicitation Statement"). Capitalized terms used but not otherwise defined in this announcement have the respective meanings ascribed to them in the Consent Solicitation Statement.
In connection with the 2021 Proposed Amendments, the 2021 Noteholder Meeting scheduled to take place at 10:00 a.m. (Toronto time) on July 23, 2012 at Suite 3400, One First Canadian Place, Toronto, Ontario, M5X 1A4 will proceed as previously announced. At the 2021 Noteholder Meeting, holders of Viterra's outstanding 6.406% Senior Unsecured Notes due February 16, 2021 (CUSIP 92849TAL2/92849TAM0) (the "2021 Notes") will be asked to (i) consider and, if deemed appropriate, pass an extraordinary resolution ("2021 Noteholder Resolution") authorizing and approving the 2021 Proposed Amendments and (ii) transact such further or other business as may properly come before the 2021 Noteholder Meeting. The number of votes required to pass the 2021 Noteholder Resolution is not less than 66⅔% of the votes cast in respect of such resolution at the 2021 Noteholder Meeting.
Details of the 2021 Noteholder Meeting and the matters being considered are set out in the Consent Solicitation Statement and in the accompanying proxy form relating to the 2021 Notes (the "Proxy Form"), the Viterra notice of 2021 Noteholder Meeting and Glencore meeting matters document.
The Proposed Amendments will not become effective until the remaining conditions to the Proposed Amendments have been satisfied or waived (including the satisfaction or waiver of all conditions precedent to Glencore's proposed acquisition of Viterra by way of a plan of arrangement (the "Arrangement")). Closing of the Arrangement remains subject to certain conditions and Glencore will update the market in due course when it expects closing of the Arrangement to occur.
Noteholders that validly delivered consents to the 2020 Proposed Amendments on or prior to the Expiration Date, where such consents are accepted, may be eligible to receive a consent fee as set out in the Consent Solicitation Statement, subject to the satisfaction or waiver of various conditions as described in the Consent Solicitation Statement. Noteholders who are eligible to receive a consent fee are advised that there may be a period of time between the Expiration Date and the date such consent fee is paid as there are a number of conditions to the consent fee becoming payable, including satisfying the conditions to the Arrangement, which are described above.
If the 2021 Noteholder Resolution is duly passed at the 2021 Noteholder Meeting, noteholders that validly delivered proxies appointing the Glencore nominees designated in the Proxy Form as proxyholders and containing instructions to vote in favour of the 2021 Noteholder Resolution may be eligible to receive a Proxy Payment as set out in the Consent Solicitation Statement, subject to the satisfaction or waiver of various conditions as described in the Consent Solicitation Statement. In no circumstances will Glencore pay both a Consent Fee and Proxy Payment to the holders of 2021 Notes.
Each noteholder should contact its own tax advisor with respect to such holder's circumstances.
If the applicable Proposed Amendments become effective, each applicable noteholder, irrespective of whether such noteholder delivered a consent or voted in favour of the 2021 Noteholder Resolution, will be bound by the applicable Proposed Amendments and will have the benefit of a guarantee from each Glencore and its main operating subsidiary, Glencore International AG.
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, GIAG, 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