TORONTO, May 15, 2013 /CNW/ - Xstrata Canada Corporation ("XCC") today announced that in connection with the recent merger between
Glencore International plc and Xstrata plc (now Xstrata Limited) ("Xstrata"), Glencore Xstrata plc ("Glencore") has fully and unconditionally guaranteed XCC's Notes (defined
below). In anticipation of the merger, XCC has obtained an order from
the Canadian securities regulators permitting XCC to satisfy its
continuous disclosure obligations as a reporting issuer by filing
Glencore's UK disclosure documents in place of disclosure documents
relating solely to XCC. The order is substantially similar to the
order that previously permitted XCC to satisfy its continuous
disclosure obligations by filing Xstrata plc's UK disclosure documents
and is conditional, among other things, upon Glencore fully and
unconditionally guaranteeing the Notes.
Description of Glencore Guarantee of the XCC Notes
The following senior debt of XCC has been guaranteed by Glencore
(collectively, the "Notes"): (i) US$250 million principal amount of 6.2% notes due June 15, 2035;
(ii) US$250 million principal amount of 5.5% notes due June 15, 2017;
(iii) US$341 million principal amount of 6% notes due October 15, 2015;
and (iv) US$250 million principal amount of 5.375% notes due June 1,
The guarantee of XCC's Notes was implemented by amending the trust
indentures pursuant to which the Notes were issued (the "Note Indentures"). Pursuant to the terms of the Note Indentures, as amended by
supplemental indentures to implement the guarantees, Glencore has fully
and unconditionally guaranteed the payment, within 15 days of when due,
of the principal and interest owing by XCC to the holders of the
Notes. Computershare Trust Company of Canada (the "Note Trustee") is the trustee for the holders of the Notes under the terms of the
Glencore's guarantees of the Notes constitute unsecured obligations of
Glencore. The terms of the guarantees do not limit the ability of
Glencore to incur additional indebtedness, nor do they limit the
ability of Glencore's subsidiaries or joint ventures to incur
additional secured or unsecured indebtedness. Glencore's obligations
under the guarantees will be effectively subordinate to all
indebtedness and other liabilities of Glencore's subsidiaries and joint
ventures, except to the extent Glencore is a creditor of such
subsidiaries or joint ventures ranking at least pari passu with such
The Notes, as guaranteed by Glencore, have been rated by the following
rating agencies (collectively, the ''Rating Agencies'') as follows:
Moody's Investors Service
Standard & Poor's
Dominion Bond Rating Service Limited
Holders of the Notes should consult the Rating Agencies with respect to
the interpretation of the foregoing ratings and their implications.
The credit ratings accorded to the Notes by the Rating Agencies are not
recommendations to purchase, hold or sell the Notes inasmuch as such
ratings do not comment as to market price or suitability for a
particular investor. There is no assurance that the ratings will
remain in effect for any period of time or that the ratings will not be
revised or withdrawn entirely by one or more of the Rating Agencies at
any time in the future if, in the judgment of one or more of the Rating
Agencies, circumstances so warrant.
Guarantee of Payment
Each guarantee constitutes a guarantee of payment and not of collection.
This means that legal proceedings may be brought directly against
Glencore to enforce its obligations under each guarantee without first
instituting a legal proceeding against XCC. The guarantees of the
Notes will not be discharged except by payment in full of XCC's
obligations to the holders of the Notes.
Amendments and Assignment
The guarantees of the Notes may not be amended without the prior
approval of the holders of the Notes in accordance with the terms of
the Note Indentures, provided that no approval of the holders of the
Notes is required for certain changes that do not adversely affect the
rights of holders of the Notes.
The guarantees of the Notes will be binding on the successors and
assigns of Glencore and will enure to the benefit of the holders of the
Notes then outstanding.
The guarantees of the Notes will terminate upon the repayment in full
and discharge of all Notes.
The guarantees of the Notes are governed by and construed in accordance
with the laws of the State of New York except with respect to the
rights, powers, duties and responsibilities of the Note Trustee under
the Note Indentures, which are governed by the laws of the Province of
Consent to Jurisdiction and Service
Glencore has appointed Corporation Service Company, 1180 Avenue of the
Americas, Suite 210, New York, NY 10036, as its agent for service of
process in any suit, action or proceeding arising out of or relating to
its guarantee of the Notes and for actions brought under United States
federal or state securities laws brought in any federal or state court
located in the City of New York and submits to such jurisdiction.
Glencore has appointed XCC as its agent for service of process for
actions brought under provincial securities laws brought in any court
located in the City of Toronto and submits to such jurisdiction.
Information Concerning the Trustee
Computershare Trust Company of Canada is the Note Trustee under the
terms of the Note Indentures. The terms of the Note Indentures provide
that, except in certain circumstances, no action may be brought against
Glencore to enforce the guarantees except by the Trustee.
Changes to XCC Continuous Disclosure Reporting
In connection with Glencore's guarantees of the Notes, the securities
commissions of each Canadian province and territory have granted XCC an
exemption from certain requirements of the securities legislation that
will permit XCC to satisfy its continuous disclosure obligations as a
reporting issuer by filing Glencore's UK disclosure documents,
including Glencore's annual and interim financial statements, in place
of disclosure documents relating solely to XCC. The terms of the
exemption require, among other things, that XCC file on SEDAR copies of
all documents filed by Glencore pursuant to the continuous disclosure
requirements of the United Kingdom.
XCC will file Glencore's financial statements on SEDAR at the same time
they are published in the United Kingdom. The continuous disclosure
requirements of the United Kingdom require that Glencore publish its
annual financial statements no later than four months after its
December 31 year end, half yearly financial statements published no
later than two months after the end of the six month period ending June
30 and interim management statements ("IMS") to be published not earlier than week 11 nor later than week 20 in
each six-month financial period. Glencore generally publishes its
annual financial statements in March, its half yearly financial
statements in August, its first quarter IMS in May and its third
quarter IMS in November.
The availability of the exemption is subject to XCC and Glencore
satisfying a number of other conditions that are set forth in the
decision of the securities commissions. A copy of the decision is
available on the website of the Ontario Securities Commission at www.osc.gov.on.ca.
To obtain copies of the supplemental indentures to the Note Indentures,
Holders of Notes may contact Computershare Trust Company of Canada
whose offices are located at 100 University Avenue, 8th Floor, Toronto,
Ontario, M5J 2Y1, telephone 416.263.9200. Copies of the supplemental
indentures have also been publicly filed by XCC and are available at
About Glencore Xstrata
Glencore Xstrata is one of the world's largest global diversified
natural resource companies. As a leading integrated producer and
marketer of commodities with a well-balanced portfolio of diverse
industrial assets, we are strongly positioned to capture value at every
stage of the supply chain, from sourcing materials deep underground to
delivering products to an international customer base.
The Group's industrial and marketing activities are supported by a
global network of more than 90 offices located in over 50 countries.
Our diversified operations comprise over 150 mining and metallurgical
sites, offshore oil production assets, farms and agricultural
facilities. We employ approximately 190,000 people, including
SOURCE: Glencore Xstrata plc
For further information:
Corporate Secretary, XCC
t: +1 416 775 1556
t: +1 416 775 1523