/NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO THE UNITED
STATES OF AMERICA OR TO ANY PERSON LOCATED OR RESIDENT IN THE UNITED
STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS, ANY STATE OF THE
UNITED STATES OR THE DISTRICT OF COLUMBIA/
BAAR, Switzerland, July 26, 2012 /CNW/ - Glencore International plc ("Glencore") announced today that it will increase the proxy payment (the "Proxy Payment") with respect to its previously announced proxy solicitation (the "Proxy Solicitation") with respect to Viterra Inc.'s ("Viterra") 6.406% Senior Unsecured Notes due February 16, 2021 (CUSIP
92849TAL2/92849TAM0) (the "2021 Notes"). The Proxy Payment is increased to C$12.50 from C$5.00 per C$1,000
principal amount of 2021 Notes in respect of proxy forms that are
validly delivered (and not subsequently revoked) appointing Glencore
nominees designated in the proxy form as proxyholders and containing
instructions to vote in favour of the 2021 Noteholder Resolution.
Glencore also announces that this increase represents its "best and
final" offer and that it will not further increase the Proxy Payment.
Glencore further advises that, as described below, holders of 2021
Notes should not expect that any "make-whole" premium will be paid.
Holders of 2021 Notes are referred to Glencore's consent and proxy
solicitation statement dated July 9, 2012 ("Consent Solicitation Statement") for the detailed terms and conditions of the Proxy Solicitation. The
terms and conditions of the Proxy Solicitation as set out in the
Consent Solicitation Statement remain unchanged except for the increase
in Proxy Payment. Capitalized terms used but not otherwise defined in
this announcement have the respective meanings ascribed to them in the
Consent Solicitation Statement.
Subject to the satisfaction or waiver of the conditions relating to the
proposed amendments to the 2021 Notes, holders of 2021 Notes who have
previously delivered valid proxies appointing the Glencore nominees
designated in the proxy form as proxyholders and containing
instructions to vote in favour of the 2021 Noteholder Resolution need
not take any further action to receive the increased Proxy Payment.
Glencore advises that, even if the proposed amendments are not approved,
Glencore will not request or cause Viterra to redeem the 2021 Notes,
and consequently no "make-whole" premium will be paid or payable to
holders of 2021 Notes and Glencore (a) would proceed with the
acquisition of Viterra in accordance with the terms of the Arrangement
Agreement; and (b) intends to consummate the sale of the Agrium Assets
to Agrium and the Richardson Assets to Richardson which transactions
are permitted under the Indentures and do not require the consent or
approval of noteholders. Further, if the proposed amendments are not
implemented, Glencore will not pay any Consent Fees or Proxy Payment
and the guarantees described in the Consent Solicitation will not be
The adjourned 2021 Noteholders Meeting is scheduled to take place at
10:00 a.m. (Toronto time) on July 30, 2012 at Suite 3400, One First
Canadian Place, Toronto, Ontario, M5X 1A4.
The proxy cut-off for delivering proxies with respect to the 2021
Noteholders Meeting has been extended to prior to the start of the
adjourned meeting which cut-off time is therefore expected to be 10:00
a.m. (Toronto time) on July 30, 2012.
If Noteholders have any questions or require more information they are
encouraged to contact Kingsdale Shareholder Services or TD Securities
as set forth below.
Kingsdale Shareholder Services Inc.
1-866-851-3217 (North America toll free)
+1 (416) 867-2272
TD Securities Inc.
Ernst & Young Tower
222 Bay Street, 7th Floor
Toronto, ON M5K 1A2
Direct: +1 (416) 982-2243
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
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 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
For further information:
Paul Smith (Investors)
t: +41 (0)41 709 2487
m: +41 (0)79 947 1348
Charles Watenphul (Media)
t: +41 (0) 41 709 2462
m: +41 (0) 79 904 3320
t: +44 (0)20 7251 3801
Elisa Morniroli (Investors)
t: +41 (0) 41 709 2818
m: +41 (0) 79 833 0508
Steven MacKinnon (Media)
t: +1 613 786 9941