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Glencore Inter GLEN Merger Update

  Glencore Inter (GLEN) - Merger Update

RNS Number : 5439P
Glencore International PLC
25 October 2012




                                                               25 October 2012



NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR
   FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
                      RELEVANT LAWS OF SUCH JURISDICTION

                                      

NEWS RELEASE

                          Glencore International plc

     Merger Update: Publication of Documentation and Shareholder Meetings

On 1 October 2012,  the Directors of  Glencore International plc  ("Glencore") 
and  the  Independent  Non-Executive  Directors  of  Xstrata  plc  ("Xstrata") 
announced that they had  reached agreement on the  revised final terms of  the 
recommended all-share merger  of equals  (the "Merger"). The  Merger is  being 
implemented by way of a Court  sanctioned Scheme of Arrangement under Part  26 
of the Companies Act 2006 (the "Scheme").

Documentation

Glencore announces  that the  supplementary circular  to be  sent to  Glencore 
shareholders  in  connection  with  the  revised  terms  of  the  Merger  (the 
"Supplementary Circular") and a further supplementary prospectus (the  "Fourth 
Supplementary Prospectus"),  which  supplements the  disclosure  contained  in 
Glencore's prospectus dated 31  May 2012 (as supplemented  on 12 July 2012,  7 
August 2012 and 21 August  2012), have today been  approved by the UK  Listing 
Authority. Accordingly, the  Supplementary Circular  and Fourth  Supplementary 
Prospectus will be made available on Glencore's website (www.glencore.com) and
Glencore shareholders  will  shortly  receive  a  copy  of  the  Supplementary 
Circular.

Xstrata shareholders will  receive, amongst other  documents, a  supplementary 
scheme document in connection with the revised terms of the Merger, (the  "New 
Scheme Document"). Glencore understands that  the New Scheme Document will  be 
made available on Xstrata's website (www.xstrata.com).

Shareholder Meetings

On 7 September 2012 the Glencore  general meeting held in connection with  the 
Merger was adjourned  to a time,  date and  place fixed by  the directors  and 
notified to the members. The adjourned  Glencore General Meeting will be  held 
at 9.00 a.m.  Zug time on  20 November 2012  at Theater-Casino,  Artherstrasse 
2-4, Zug, Switzerland. The notice of the adjourned Glencore General Meeting is
contained in the Supplementary Circular.

In addition,  as set  out in  the New  Scheme Document,  a new  Xstrata  court 
meeting and a further  Xstrata general meeting in  connection with the  Scheme 
will be held on 20 November 2012 to allow Xstrata shareholders to vote on  the 
proposed resolutions required to approve and implement the Scheme.



The key dates in respect of the Glencore and Xstrata shareholder meetings  are 
as follows:

Latest time for lodging of Forms of Proxy    9.00 a.m. Zug time on 18 November
                                             2012
for the Adjourned Glencore General
Meeting[1]
Adjourned Glencore General Meeting         9.00 a.m. Zug time on 20 November
                                             2012
New Xstrata court meeting              2.00 p.m. Zug time on 20 November
                                             2012
Further Xstrata general meeting              2.15 p.m. Zug time on 20 November
                                             2012





For enquiries about Glencore, please contact:



Paul Smith (Investors)                  Charles Watenphul (Media)

t: +41 (0)41 709 2487                    t: +41 (0)41 709 2462

m: +41 (0)79 947 1348                    m:+41 (0)79 904 3320

e: paul.smith@glencore.com e: charles.watenphul@glencore.com

                                         
Elisa Morniroli (Investors)              John Burton (Company Secretary)

t: +41 (0)41 709 2818                  t: +41 (0)41 709 2619

m: +41 (0)79 833 0508                    m: +41 (0)79 944 5434

e: elisa.morniroli@glencore.com          e: john.burton@glencore.com





Copies of the Supplementary  Circular (including the  notice of the  adjourned 
Glencore General Meeting)  and the Fourth  Supplementary Prospectus have  been 
submitted to  the  National  Storage  Mechanism  and  will  be  available  for 
inspection at www.hemscott.com/nsm.do.  The Supplementary Circular  (including 
the  notice  of  the  adjourned  Glencore  General  Meeting)  and  the  Fourth 
Supplementary Prospectus are also available  for inspection at the  registered 
office of Glencore, Queensway  House, Hilgrove Street,  St Helier, Jersey  JE1 
1ES.

This announcement is for information purposes only. It is not intended to  and 
does not constitute, or form part of, an offer, invitation or the solicitation
of an offer to purchase, otherwise  acquire, subscribe for, sell or  otherwise 
dispose of any securities, or the solicitation of any vote or approval in  any 
jurisdiction, pursuant to the Merger or otherwise nor shall there be any sale,
issuance or transfer  of securities  in any jurisdiction  in contravention  of 
applicable law.  The  Merger  will be  made  solely  by means  of  the  Scheme 
Document, the  New  Scheme Document  and  any supplementary  scheme  document, 
which, together with the relevant forms  of proxy, contain the full terms  and 
conditions of the Merger including  details of how to  vote in respect of  the 
Merger. Any vote in respect of the Scheme or other response in relation to the
Merger should be made only  on the basis on  the information contained in  the 
Scheme  Document,  the  New  Scheme  Document  and  any  supplementary  scheme 
document. This announcement  does not  constitute a  prospectus or  prospectus 
equivalent document.

The release,  publication or  distribution  of this  announcement in  or  into 
jurisdictions other  than the  United Kingdom  may be  restricted by  law  and 
therefore any persons  who are subject  to the law  of any jurisdiction  other 
than the  United Kingdom  should  inform themselves  about, and  observe,  any 
applicable  requirements.   Any  failure   to  comply   with  the   applicable 
restrictions may constitute  a violation of  the securities laws  of any  such 
jurisdiction. To the fullest extent permitted by applicable law, the companies
and persons involved in  the Merger disclaim  any responsibility or  liability 
for the violation of  such restrictions by any  person. This announcement  has 
been prepared  for the  purposes of  complying with  the laws  of England  and 
Wales, the Listing Rules of the UK Listing Authority, the rules of the  London 
Stock Exchange and the City Code on Takeovers and Mergers and the  information 
disclosed may not be the same as that which would have been disclosed if  this 
announcement had been prepared  in accordance with  the laws of  jurisdictions 
outside of England and Wales.

Publication on Website

A  copy  of  this  announcement  will  be  available  on  Glencore's   website 
(www.glencore.com) by no later than 12 noon (London time) on the business  day 
following the date of this announcement.

You may  request  a  hard  copy  of this  announcement,  free  of  charge,  by 
contacting   the   Company   Secretary   of   Glencore,   John   Burton,    at 
john.burton@glencore.com. You  may also  request  that all  future  documents, 
announcements and information  to be  sent to you  in relation  to the  Merger 
should be in hard copy form.

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[1] If Forms of  Proxy are lodged with  Glencore's Registrar in Hong  Kong, 
the latest time for lodging the New Forms of Proxy is 4.00 p.m. Hong Kong time
on 18 November 2012.

                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


MSCGMMZGZKKGZZM -0- Oct/25/2012 12:08 GMT