GLN - Notice to holders of the U.S.$625 million Non-Dilutive Cash-Settled Guaranteed Convertible Bonds due 2025
(Incorporated in Jersey under the Companies (Jersey) Law 1991)
(Registration number 107710)
JSE Share Code: GLN
LSE Share Code: GLEN
HKSE Share Code: 805HK
1 July 2020
This press release relates to the disclosure of information that qualified, or may have qualified, as
inside information within the meaning of Article 7(1) of the EU Market Abuse Regulation.
NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE IN OR INTO THE UNITED STATES OR FOR
THE ACCOUNT OR BENEFIT OF U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S.
SECURITIES ACT OF 1933, AS AMENDED), OR IN OR INTO AUSTRALIA, CANADA, SOUTH AFRICA
OR JAPAN OR ANY JURISDICTION IN WHICH OFFERS OR SALES WOULD BE PROHIBITED BY
Notice to holders of the U.S.$625 million Non-Dilutive Cash-Settled Guaranteed Convertible Bonds due
2025 issued by Glencore Funding LLC (the “Bonds”, ISIN: XS1799614232)
Capitalised terms used and not defined in this notice shall bear the meanings given to them in the terms
and conditions of the Bonds (the “Conditions”).
Pursuant to the Conditions, Glencore plc (“Glencore”), through its subsidiary Glencore Funding LLC (the
"Issuer"), hereby notifies Bondholders that as a result of no Ex-Date in respect of a Cash Dividend having
fallen in the Relevant Period ending on 30 June 2020, the Calculation Agent has determined that, effective
1 July 2020:
- the Conversion Price is adjusted to £4.6320 (previously £4.4387) pursuant to Condition 6(a)(ii) of
the Conditions; and
- the Conversion Ratio (pursuant to the definition thereof in the Conditions) based on such adjusted
Conversion Price as aforesaid is 30,625.64767 (previously 31,959.35747).
For further information please contact:
Martin Fewings t: +41 41 709 2880 m: +41 79 737 5642 email@example.com
Maartje Collignon t: +41 41 709 3269 m: +41 79 197 4202 firstname.lastname@example.org
Charles Watenphul t: +41 41 709 24 62 m: +41 79 904 33 20 email@example.com
Glencore LEI: 2138002658CPO9NBH955
Notes for Editors
Glencore is one of the world’s largest global diversified natural resource companies and a major producer
and marketer of more than 90 commodities. The Group's operations comprise around 150 mining and
metallurgical sites, oil production assets and agricultural facilities.
With a strong footprint in both established and emerging regions for natural resources, Glencore's industrial
and marketing activities are supported by a global network of more than 90 offices located in over 50
Glencore's customers are industrial consumers, such as those in the automotive, steel, power generation,
oil and food processing sectors. We also provide financing, logistics and other services to producers and
consumers of commodities. Glencore's companies employ around 146,000 people, including contractors.
Glencore is proud to be a member of the Voluntary Principles on Security and Human Rights and the
International Council on Mining and Metals. We are an active participant in the Extractive Industries
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This announcement is not a prospectus and has been made for information purposes only and shall not
constitute, or be relied upon in connection with, an offer to buy, sell, issue, or subscribe for, or the
solicitation of an offer to buy, sell, issue, or subscribe for, any securities, nor shall there be any sale of
securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. The information
contained in this announcement is for background purposes only and does not purport to be full or
complete, and is subject to change. No reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy, fairness or completeness.
This announcement does not contain or constitute an offer of, or the solicitation of an offer to buy, any
securities referred to herein to any person in the United States, Australia, Canada, South Africa or Japan
or in any jurisdiction to whom or in which such offer or solicitation is unlawful. This announcement is not for
publication or distribution, directly or indirectly, in or into the United States, or for the account or benefit of
U.S. persons (as defined in Regulation S under the US Securities Act of 1933, as amended (the " Securities
Act")). The distribution of this announcement may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to herein comes should inform
themselves about and observe any such restriction. The securities referred to herein may not be offered or
sold in the United States, or for the account or benefit of U.S. persons, unless registered under the
Securities Act or offered in a transaction exempt from, or not subject to, the registration requirement s of
the Securities Act. The offer and sale of the securities referred to herein have not been and will not be
registered under the Securities Act or under the applicable securities laws of Australia, Canada, South
Africa or Japan. Any failure to comply with these restrictions may constitute a violation of the securities
laws of any such jurisdiction.
No action has been taken by the Issuer, the Guarantors, or by Merrill Lynch International, Barclays Bank
PLC, BNP Paribas, HSBC Bank plc or J.P. Morgan Securities plc (together, the “Managers”) or any of their
respective affiliates, or any other person that would permit an offer of the securities referred to herein or
possession or distribution of this announcement or any other offering or publicity material relating to the
securities referred to herein in any jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required by the Issuer, the Guarantors, and the Managers to
inform themselves about, and to observe, any such restrictions.
Solely for the purposes of the product governance requirements contained within: (a) EU Directive
2014/65/EU on markets in financial instruments, as amended (“MiFID II”); (b) Articles 9 and 10 of
Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing
measures (together, the “MiFID II Product Governance Requirements”), and disclaiming all and any
liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the
MIFID II Product Governance Requirements) may otherwise have with respect thereto, the Bonds have
been subject to a product approval process, which has determined that: (i) the target market for the Bonds
is eligible counterparties and professional clients only, each as defined in MiFID II; and (ii) all channels for
distribution of the Bonds to eligible counterparties and professional clients are appropriate. Any person
subsequently offering, selling or recommending the Bonds (a "distributor") should take into consideration
the manufacturers’ target market assessment; however, a distributor subject to MiFID II is responsible for
undertaking its own target market assessment in respect of the Bonds (by either adopting or refining the
manufacturers’ target market assessment) and determining appropriate distribution channels. The target
market assessment is without prejudice to the requirements of any contractual or legal selling restrictions
in relation to any offering of the Bonds. For the avoidance of doubt, the target market assessment does not
constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a
recommendation to any investor or group of investors to invest in, or purchase, or take any other action
whatsoever with respect to the Bonds.
The Bonds are not intended to be offered, sold or otherwise made available to and should not be offered,
sold or otherwise made available to any retail investor in the European Economic Area (" EEA"). For these
purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive 2002/92/EC (as amended, the
"Insurance Mediation Directive"), where that customer would not qualify as a professional client as
defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Bonds or
otherwise making them available to retail investors in the EEA has been prepared and therefore offering or
selling the Bonds or otherwise making them available to any retail investor in the EEA may be unlawful
under the PRIIPS Regulation.
In addition, in the United Kingdom, this announcement is being distributed only to, and is directed only at,
persons(i) who have professional experience in matters relating to investments falling within Article 19(5)
of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”); (ii) who fall within Article 49(2)(A) to (D) of the Order; or (iii) to whom it may otherwise lawfully be
communicated (all such persons together being referred to as “Relevant Persons”). The information in
this announcement must not be acted on or relied on by persons who are not Relevant Persons. Any
investment or investment activity to which this announcement relates is available only to Relevant Persons
and will be engaged in only with Relevant Persons.
This announcement may include statements that are, or may be deemed to be, "forward-looking
statements". These forward-looking statements may be identified by the use of forward-looking
terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other variations or comparable
terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. Forward-
looking statements may and often do differ materially from actual results. Any forward-looking statements
reflect the Issuer's current view with respect to future events and are subject to risks relating to future
events and other risks, uncertainties and assumptions. Forward-looking statements speak only as of the
date they are made. Each of the Issuer, the Managers and their respective affiliates expressly disclaims
any obligation or undertaking to update, review or revise any forward-looking statement contained in this
announcement, whether as a result of new information, future developments or otherwise.
Any decision to purchase any of the Bonds should only be made on the basis of an independent review by
a prospective investor of the Issuer and the Guarantors’ publicly available information. None of the
Managers nor any of their respective affiliates or any of its and their directors, officers, employees, advisers
or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty,
express or implied, as to the truth, accuracy or completeness of the information in this announcement (or
whether any information has been omitted from the announcement) or any other information relating to the
Issuer or any of its subsidiaries or associated companies, whether written, oral or in a visual or electronic
form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this
announcement or its contents or otherwise arising in connection therewith. The information contained in
this announcement is subject to change in its entirety without notice up to the closing date.
Each prospective investor should proceed on the assumption that it must bear the economic risk of an
investment in the Bonds or the ordinary shares notionally underlying the bonds (together with the bonds,
the “Securities”). None of the Issuer, the Guarantors, or the Managers make any representation as to (i)
the suitability of the securities for any particular investor, (ii) the appropriate accounting treatment and
potential tax consequences of investing in the securities or (iii) the future performance of the securities
either in absolute terms or relative to competing investments.
In connection with any offering of the Bonds, each of the Managers and any of their respective affiliates
may take up a portion of the Bonds or the underlying shares as a principal position and in that capacity
may retain, purchase, sell or offer to sell for their own accounts such securities and any other securities of
the Issuer or any related investments in connection with the offering of the Bonds or otherwise. In addition,
each of the Managers and any of their respective affiliates may enter into financing arrangements (including
swaps or contracts for differences) with investors in connection with which they may from time to time
acquire, hold or dispose of any such securities or other investments. They do not intend to disclose the
extent of any such investment or transactions otherwise than in accordance with any legal or regulatory
obligation to do so.
Merrill Lynch International, Barclays Bank PLC, BNP Paribas, HSBC Bank plc and J.P. Morgan Securities
plc, each of which are authorised by the Prudential Regulation Authority and regulated by the Financial
Conduct Authority and the Prudential Regulation Authority, are acting exclusively for the Issuer and the
Guarantors and no one else in connection with the securities referred to herein. They will not regard any
other person as their respective clients in relation to the securities referred to herein and will not be
responsible to anyone other than the Issuer for providing the protections afforded to their respective clients,
nor for providing advice in relation to such securities, the contents of this announcement or any transaction,
arrangement or other matter referred to herein.
Absa Corporate and Investment Bank, a division of Absa Bank Limited
Date: 01-07-2020 11:18:00
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