Xstrata PLC XTA Merger Update

  Xstrata PLC (XTA) - Merger Update

RNS Number : 5450P
Xstrata PLC
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

 

REGULATORY ANNOUNCEMENT

Merger update - Posting of Xstrata plc New Scheme Circular

Zug, 25 October 2012

  

Following the  announcement by  Xstrata and  Glencore International  plc on  1 
October 2012 in connection with the  final terms of the recommended  all-share 
merger of equals of  the two companies, Xstrata  has today published and  will 
send  to  shareholders  a  supplementary  scheme  circular  (the  "New  Scheme 
Circular"). The document includes the  details of the final recommended  terms 
of the merger as set out in the 1 October announcement as well as notices of a
new Court  Meeting  and  further Extraordinary  General  Meeting  of  eligible 
Xstrata shareholders to be held on 20 November 2012.

The New Scheme Circular should be read in conjunction with the Scheme Circular
and Supplementary Scheme Circular, published on 31 May 2012 and 8 August  2012 
respectively.  The New Scheme  Circular, a copy of  this announcement and  the 
Scheme Circular and Supplementary Scheme  Circular are available on  Xstrata's 
website (www.xstrata.com).

 

End

Neither the content  of the  company's website nor  the content  of any  other 
website accessible from  hyperlinks on the  company's website is  incorporated 
into, or forms part of, this announcement

Xstrata contacts:

Claire Divver                  Alison Flynn
Telephone +44 20 7968 2871     Telephone +44 20 7968 2838
Mobile    +44 7785 964 340     Mobile    +44 7769 314 374
Email     cdivver@xstrata.com  Email     aflynn@xstrata.com
Aura Financial                 StockWell Communications
Michael Oke
                               Philip Gawith
Telephone +44 20 7321 0000     Telephone +44  20 3370 0013

          +44 7834 368299      Mobile    + 44 7887 954048

                                          
www.xstrata.com

 

Notes to editors

About Xstrata plc

We are a major  producer of a  range of vital  commodities used in  everything 
from constructing  buildings and  delivering  electricity, to  developing  jet 
engines and mobile  phones. We are  one of  the top five  global producers  of 
copper, thermal and metallurgical  coal, ferrochrome, zinc  and nickel and  we 
also produce silver, lead, platinum, gold, cobalt and vanadium.

Founded in  2002 and  headquartered  in Switzerland,  we  operate in  over  20 
countries and  employ over  70,000  people at  more  than 100  operations  and 
projects around the world. We work in a responsible and sustainable way,  with 
an entrepreneurial spirit  and dynamic approach.  For more information,  visit 
www.xstrata.com.

Further information

 

Defined terms used in this announcement, unless defined herein, have the  same 
meanings as in the New Scheme Circular.

 

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 is  being  made solely  by  means of  the  Scheme 
Circular, the  Supplementary  Scheme Circular  and  the New  Scheme  Circular, 
which, together with the Further Forms of Proxy (and any further supplementary
Scheme Circular and any additional form of proxy), contains the full terms and
conditions of the Merger including  details of how to  vote in respect of  the 
Merger. Xstrata urges Xstrata  Shareholders to read  the Scheme Circular,  the 
Supplementary Scheme  Circular,  the  New  Scheme  Circular  and  any  further 
supplementary Scheme  Circular  in  full  because  they  contain/will  contain 
important information in relation  to 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 Circular, the  Supplementary 
Scheme Circular, the New Scheme Circular and any further supplementary  Scheme 
Circular.

 

This announcement does  not constitute a  prospectus or prospectus  equivalent 
document.

Notice to US holders of Xstrata Shares

The Merger involves  an exchange of  the securities  of a UK  company for  the 
securities of a  Jersey company  and is subject  to Jersey  and UK  disclosure 
requirements, which  are  different  from  those of  the  United  States.  The 
financial information  included  in this  announcement  has been  prepared  in 
accordance with International Financial Reporting  Standards and thus may  not 
be comparable  to financial  information of  US companies  or companies  whose 
financial statements  are  prepared  in  accordance  with  generally  accepted 
accounting principles in the United States.

 

The Merger is proposed to  be made by means of  a scheme of arrangement  under 
the Companies Act  and otherwise in  accordance with the  requirements of  the 
Code. The scheme of arrangement will relate to the shares of a UK company that
is a 'foreign private issuer' as defined under Rule 3b-4 under the US Exchange
Act.

 

Accordingly, the  proposed  combination is  subject  to disclosure  and  other 
procedural requirements applicable in the UK to schemes of arrangement,  which 
differ from the disclosure requirements of the US proxy and tender offer rules
under the US Exchange Act.

 

Any securities to be  issued under the  Merger have not been  and will not  be 
registered under the US  Securities Act, or under  the securities laws of  any 
state, district or of any other jurisdiction  of the United States, or of  any 
jurisdiction other  than the  United Kingdom.  Accordingly, the  New  Glencore 
Shares may  not be  offered, sold,  reoffered, resold,  pledged, delivered  or 
otherwise transferred, in or  into any jurisdiction where  such offer or  sale 
would violate  the  relevant  securities  laws of  such  jurisdiction.  It  is 
expected that the  New Glencore  Shares will be  issued in  reliance upon  the 
exemption from  such  registration provided  by  Section 3(a)(10)  of  the  US 
Securities Act. Under applicable US  securities laws, persons (whether or  not 
US persons) who are or  will be ''affiliates'' (within  the meaning of the  US 
Securities Act) of  Xstrata or Glencore  prior to, or  of Glencore after,  the 
Effective Date will be  subject to certain  transfer restrictions relating  to 
the Glencore  Shares  received  in  connection with  the  Scheme.  It  may  be 
difficult for US  holders of Xstrata  Shares to enforce  their rights and  any 
claim arising out of  the US federal securities  laws, since each of  Glencore 
and Xstrata are located  in a non-US  jurisdiction, and some  or all of  their 
officers and directors may be residents  of a non-US jurisdiction. US  holders 
of Xstrata Shares may not be able to  sue a non-US company or its officers  or 
directors in a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a  non-US company and its affiliates to  subject 
themselves to a US court's judgment.

 

If Glencore exercises its  right, subject to the  consent of the Panel  (where 
necessary) and with Xstrata's prior  written consent, to implement the  Merger 
by way  of  a  Merger Offer,  the  Merger  will be  made  in  compliance  with 
applicable US laws  and regulations,  including applicable  provisions of  the 
tender offer rules under the US Exchange Act, to the extent applicable.

Overseas jurisdictions

The ability of Xstrata Shareholders who are not resident in the United Kingdom
to participate in  the Scheme  may be  affected by  the laws  of the  relevant 
jurisdictions in which they are located.  Persons who are not resident in  the 
United Kingdom should inform themselves of, and observe, any applicable  legal 
or regulatory requirements of their jurisdictions.

 

New Glencore  Shares have  neither been  marketed to,  nor are  available  for 
purchase or  exchange, in  whole or  in part,  by, the  public in  the  United 
Kingdom or elsewhere in connection with the Merger. This announcement is not a
prospectus and  does not  constitute an  invitation or  offer to  sell or  the 
solicitation of  an invitation  or offer  to  buy any  security. None  of  the 
securities referred to in this announcement shall be sold, issued,  subscribed 
for, purchased, exchanged or transferred in any jurisdiction in  contravention 
of applicable law.

 

The release,  publication or  distribution  of this  announcement in  or  into 
jurisdictions other than  the UK may  be restricted by  law and therefore  any 
persons who are  subject to  the law  of any  jurisdiction other  than the  UK 
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  English law, the Listing  Rules, the rules of  the 
London Stock Exchange and  the Code 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.

Forward-looking statements

This announcement  contains statements  which are,  or may  be deemed  to  be, 
"forward-looking statements" which are  prospective in nature. All  statements 
other than statements of historical fact are forward-looking statements.  They 
are based on current expectations and projections about future events, and are
therefore subject to risks and uncertainties which could cause actual  results 
to differ  materially from  the future  results expressed  or implied  by  the 
forward-looking statements. Often, but not always, forward-looking  statements 
can be  identified  by the  use  of  forward-looking words  such  as  "plans", 
"expects", "is expected", "is subject to", "budget", "scheduled", "estimates",
"forecasts",  "intends",   "anticipates",   "believes",   "targets",   "aims", 
"projects" or words or terms of similar substance or the negative thereof, are
forward-looking statements, as well as variations of such words and phrases or
statements that certain actions, events  or results "may", "could",  "should", 
"would", "might" or "will" be taken, occur or be achieved. Such statements are
qualified  in  their  entirety  by   the  inherent  risks  and   uncertainties 
surrounding future expectations. Forward-looking statements include statements
relating  to  the  following:  (i)  future  capital  expenditures,   expenses, 
revenues, earnings, synergies,  economic performance, indebtedness,  financial 
condition, dividend policy,  losses and  future prospects;  (ii) business  and 
management strategies and the expansion and growth of Glencore's or  Xstrata's 
operations and potential synergies  resulting from the  Merger; and (iii)  the 
effects of global economic conditions on Glencore's or Xstrata's business.

 

Such  forward-looking  statements   involve  known  and   unknown  risks   and 
uncertainties that could significantly affect  expected results and are  based 
on certain  key  assumptions.  Many  factors may  cause  the  actual  results, 
performance or achievements of Glencore or Xstrata to be materially  different 
from any future results, performance  or achievements expressed or implied  by 
the forward-looking  statements. Important  factors  that could  cause  actual 
results,  performance  or  achievements  of  Glencore  or  Xstrata  to  differ 
materially from  the  expectations  of Glencore  or  Xstrata,  as  applicable, 
include,  among  other  things,  general  business  and  economic   conditions 
globally, commodity price volatility, industry trends, competition, changes in
government and other  regulation, including  in relation  to the  environment, 
health and safety and taxation,  labour relations and work stoppages,  changes 
in political and economic stability, disruptions in business operations due to
reorganisation activities  (whether or  not Glencore  combines with  Xstrata), 
interest rate and currency fluctuations, the failure to satisfy any conditions
for the  Merger on  a timely  basis  or at  all, the  failure to  satisfy  the 
conditions of the Merger when  implemented (including approvals or  clearances 
from regulatory and other agencies  and bodies) on a  timely basis or at  all, 
the failure of Glencore to combine with  Xstrata on a timely basis or at  all, 
the inability of the  Combined Group to  realise successfully any  anticipated 
synergy benefits when the Merger is implemented, the inability of the Combined
Group to  integrate  successfully  Glencore's  and  Xstrata's  operations  and 
programmes when the Merger is implemented, the Combined Group incurring and/or
experiencing unanticipated costs and/or delays or difficulties relating to the
Merger when the Merger is implemented. Such forward-looking statements  should 
therefore be construed in light of such factors.

 

Neither Xstrata  nor  Glencore, nor  any  of their  respective  associates  or 
directors, officers  or advisers,  provides any  representation, assurance  or 
guarantee that  the occurrence  of  the events  expressed  or implied  in  any 
forward-looking statements in this announcement  will actually occur. You  are 
cautioned not to  place undue  reliance on  these forward-looking  statements, 
which speak only as of the date hereof.

 

Other than in accordance with  its legal or regulatory obligations  (including 
under the Listing Rules and the Disclosure and Transparency Rules of the FSA),
neither Xstrata nor Glencore is under any obligation and Xstrata and  Glencore 
each expressly disclaim any  intention or obligation to  update or revise  any 
forward-looking statements, whether  as a  result of  new information,  future 
events or otherwise.

Responsibility statement

The  Independent  Xstrata  Directors   each  accept  responsibility  for   the 
information contained in this announcement. To  the best of the knowledge  and 
belief of the  Independent Xstrata  Directors (who have  taken all  reasonable 
care to  ensure that  such is  the case),  the information  contained in  this 
announcement for which they  are responsible is in  accordance with the  facts 
and does not omit anything likely to affect the import of such information.

 

 

 

                     This information is provided by RNS
           The company news service from the London Stock Exchange
 
END
 
 
MERLLFFFIVLEFIF -0- Oct/25/2012 12:25 GMT