Xstrata PLC XTA Shareholders approve all-share merger

  Xstrata PLC (XTA) - Shareholders approve all-share merger

RNS Number : 6127R
Xstrata PLC
20 November 2012




NEWS RELEASE

Shareholders approve all-share merger with Glencore International plc



Zug, 20 November 2012

At shareholder meetings held today in Zug, Switzerland, Xstrata's shareholders
other than  the  Glencore Group  approved  the proposed  all-share  merger  of 
Xstrata plc  and Glencore  International  plc, subject  to the  resolution  to 
approve the Revised Management Incentive Arrangements to be put to the Further
Xstrata General Meeting  not being passed.  This resolution was  subsequently 
not passed. Consequently,  the merger  will proceed,  subject to  outstanding 
regulatory approvals  and  UK  Court  approval,  but  the  Revised  Management 
Incentive Arrangements  will  not  be  put in  place  to  retain  key  Xstrata 
operational and functional management.

Sir John Bond, Xstrata plc Chairman, commented:

"We welcome shareholders' support  for the merger  with Glencore today,  which 
underlines the  sound  strategic  rationale  for  a  combination  of  the  two 
companies. It  is  our  judgement  that  retention  arrangements  served  the 
interests of shareholders by mitigating the risk of losing the management team
that built  Xstrata  and  who  would be  fundamental  to  the  group's  future 
success. Xstrata's board  put in  place a  scheme of  arrangement and  voting 
structure that  empowered  non-Glencore  shareholders  to  determine  how  and 
whether the merger  would proceed and  today, our shareholders  have voted  to 
approve the Merger without supporting the retention arrangements.

"The immediate  focus  of  Xstrata's  board and  management  team  is  on  the 
successful completion of the Merger and we remain committed to delivering  the 
outcome that shareholders have approved today. I have said consistently  that 
I would do  what is in  the best interests  of the company.  In the light  of 
shareholders' decision  not  to support  the  board's recommendation,  I  have 
informed the Xstrata plc board and Glencore's current chairman that, once  the 
Merger has completed, I  intend to instruct the  board to commence an  orderly 
process to appoint a new independent  Chairman of Glencore Xstrata plc.  Upon 
the satisfactory conclusion of  the search process,  overseen by the  Glencore 
Xstrata plc board nominations committee, I will step down."

Mick Davis, Xstrata plc Chief Executive Officer, said:

"I have been privileged to lead  a team of exceptionally talented and  capable 
managers over the past ten years. Together we have created one of the world's
leading mining  groups from  inauspicious  beginnings and  delivered  enormous 
value to all of our shareholders, including Glencore. The corporate  culture, 
values and  world-class  portfolio  of  assets and  growth  projects  we  have 
developed over that time  are a source  of pride and  will make a  significant 
contribution to the combined company.

"Glencore Xstrata has the  potential to become a  very significant company  in 
the resources world and  Xstrata's people will be  a critical element of  this 
success. I regret the decision of shareholders not to approve these retention
arrangements for the members  of my senior  and operational management  deemed 
crucial to the success of the combined  group as, in my view, this  introduces 
unnecessary risks to the merged company's future value proposition.

"Shareholders, however, have  spoken clearly  and we respect  their views.  I 
would like to  thank my senior  team for the  professionalism they have  shown 
over the past  ten years in  running our operations  and delivering our  major 
growth projects as efficiently and safely as possible."

Merger control  approvals have  been obtained  from the  majority of  relevant 
antitrust and regulatory authorities. Only three approvals remain  outstanding 
- those of the EU,  China and South Africa.  The European Commission Phase  I 
review process will terminate on  22 November 2012. As previously  indicated, 
at the end of the Phase I period, the European Commission may (a) approve  the 
Merger unconditionally,  (b)  approve the  Merger  subject to  commitments  in 
relation to  the  Combined Group  offered  by  Glencore and  accepted  by  the 
European Commission, or  (c) conclude  that it has  serious doubts  as to  the 
Merger's compatibility with the common market and therefore refer the case  to 
an in-depth Phase II  review. The Merger will  lapse if Glencore invokes  the 
relevant condition as a result of either the merger or any matter arising from
it being referred by the European  Commission to a Phase II investigation,  or 
as a result of the Merger being  approved by the European Commission on  terms 
(including as to remedies) which are not reasonably satisfactory to Glencore.



End



Unless the context otherwise requires, terms defined in Xstrata's circular  to 
shareholders relating to the New Scheme  and dated 25 October 2012 shall  have 
the same meanings in this announcement.



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 964340      Mobile        +44 7769 314374
Email           cdivver@xstrata.com  Email         aflynn@xstrata.com
                                                
Aura Financial                       StockWell Communications
Michael Oke     +44 20 7321 0000     Philip Gawith +44 20 3370 0013

Andy Mills

Stephen Breslin
                                                



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.



Furtherinformation



Defined terms used in this announcement, unless defined herein, have the  same 
meanings as in the new scheme circular published by Xstrata plc on 25  October 
2012.



Thisannouncementis                                   forinformationpurposes 
only.Itisnotintendedtoanddoesnotconstitute,orformpartof,an
offer,invitationorthesolicitationof                           anofferto 
purchase,otherwiseacquire,subscribefor,sellorotherwisedisposeof
anysecurities,orthesolicitationofanyvoteorapprovalinanyjurisdiction,pursuanttotheMergerorotherwisenor
shalltherebeanysale,issuanceortransferofsecuritiesinanyjurisdictionincontraventionofapplicablelaw.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  or 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 of the  information 
contained in the Scheme Circular,  the Supplementary Scheme Circular, the  New 
Scheme Circular and any further supplementary Scheme Circular.



Thisannouncementdoesnotconstituteaprospectusorprospectus
equivalentdocument.



Noticeto US holdersof Xstrata Shares



TheMergerinvolvesanexchangeofthesecuritiesofaUKcompanyforthesecuritiesofaJerseycompanyandis
subjectto                        JerseyandUKdisclosurerequirements,which 
aredifferentfromthoseoftheUnitedStates.The                   financial 
informationincludedinthisannouncement hasbeenpreparedinaccordancewith
International                       Financial                        Reporting 
StandardsandthusmaynotbecomparabletofinancialinformationofUScompaniesorcompanieswhosefinancial
statementsarepreparedinaccordancewithgenerally
acceptedaccountingprinciplesintheUnited States.



TheMergerisproposedtobemadebymeansofascheme ofarrangement underthe
CompaniesActandotherwisein             accordancewiththerequirementsof 
theCode.Theschemeof  arrangementwillrelateto  thesharesof  aUKcompany 
thatisa'foreignprivateissuer'asdefinedunderRule3b-4undertheUSExchangeAct.



Accordingly,theproposedcombinationissubjecttodisclosureand
otherproceduralrequirementsapplicableinthe             UK              to 
schemesofarrangement,whichdifferfromthedisclosurerequirementsoftheUSproxyandtenderofferrules
under theUSExchangeAct.



Anysecuritiestobeissued               underthe                Mergerhave 
notbeenandwillnotberegistered undertheUSSecuritiesAct,or under  the 
securitieslawsofanystate,districtorofanyother     jurisdictionofthe 
United                                    States,orofanyjurisdictionother 
thantheUnitedKingdom.Accordingly,theNew    GlencoreShares    may    not 
beoffered,sold,reoffered,resold,pledged,
deliveredorotherwisetransferred,inorintoanyjurisdictionwheresuchofferorsalewouldviolatetherelevant
securitieslaws     ofsuchjurisdiction.Itis     expected     that      the 
NewGlencoreShareswill         beissuedin         reliance         uponthe 
exemptionfromsuchregistrationprovidedby                  Section3(a)(10) 
oftheUSSecuritiesAct.UnderapplicableUSsecurities laws,persons(whether
ornot
USpersons)whoareorwillbe''affiliates''(withinthemeaningoftheUS
SecuritiesAct)of
XstrataorGlencorepriorto,orofGlencoreafter,theEffectiveDatewillbesubjecttocertaintransferrestrictions
relatingto theGlencore Sharesreceivedinconnectionwiththe Scheme. Itmay
bedifficultforUS   holders   of   Xstrata    Sharestoenforcetheirrights 
andanyclaimarisingoutoftheUSfederalsecuritieslaws,sinceeachofGlencoreand
Xstrata  arelocatedina   non-USjurisdiction,andsomeor  all   of   their 
officers      anddirectorsmay      beresidents       of      a       non-US 
jurisdiction.USholdersofXstrata    Sharesmay     notbeableto     suea 
non-UScompanyoritsofficersordirectorsina                          non- 
UScourtforviolationsoftheUSsecuritieslaws.Further,itmaybedifficulttocompelanon-UScompanyandits
affiliatestosubjectthemselvestoaUScourt'sjudgment.



IfGlencoreexercisesitsright,subjecttotheconsentofthePanel(wherenecessary)andwithXstrata'spriorwritten
consent,toimplementthe Mergerby  way of  a Merger  Offer,the  Mergerwill 
bemadeincompliancewithapplicableUS
lawsandregulations,includingapplicableprovisionsofthe
tenderofferrulesundertheUSExchangeAct,totheextent applicable.





Overseasjurisdictions



TheabilityofXstrata                                        Shareholderswho 
arenotresidentintheUnitedKingdomto     participateintheSchememaybe 
affectedbythelawsoftherelevantjurisdictionsinwhichtheyarelocated.Personswho
arenotresidentintheUnited Kingdom  should inform  themselves of,  and 
observe, any  applicable legal  or regulatory  requirements of  their 
jurisdictions.



NewGlencoreShareshaveneitherbeenmarketedto,norareavailableforpurchaseorexchange,inwholeorinpart,
by,thepublicintheUnitedKingdomorelsewhereinconnectionwiththeMerger.
Thisannouncementisnota                                 prospectusanddoes 
notconstituteaninvitationorofferto
sellorthesolicitationofaninvitationorofferto                    buyany 
security.Noneofthesecuritiesreferredto
inthisannouncementshallbesold,issued,subscribedfor,purchased,
exchangedortransferredinany        jurisdictionincontravention        of 
applicablelaw.



Therelease,publicationordistributionof       thisannouncementinorinto 
jurisdictionsotherthantheUK  may  berestricted   bylawandthereforeany 
personswhoaresubjecttothelawofanyjurisdictionother
thantheUKshouldinform       themselves        about,        andobserve,any 
applicablerequirements.Anyfailuretocomplywiththeapplicablerestrictionsmay
constituteaviolationof                                thesecuritieslawsof 
anysuchjurisdiction.Tothefullest extentpermittedby  applicablelaw,the 
companiesandpersonsinvolvedinthe                      Mergerdisclaimany 
responsibilityorliabilityfortheviolationofsuchrestrictions    by    any 
person.Thisannouncement                hasbeenpreparedforthepurposesof 
complyingwithEnglishlaw,theListingRules, therulesof  theLondon  Stock 
ExchangeandtheCodeandtheinformationdisclosedmay
notbethesameasthatwhich would  havebeendisclosedif  thisannouncement 
hadbeenpreparedinaccordancewiththelawsof   jurisdictionsoutside    of 
England.





Forward-lookingstatements



Thisannouncementcontainsstatementswhichare,ormaybedeemedto
be,"forward-lookingstatements"whichare
prospectiveinnature.Allstatementsotherthanstatements
ofhistoricalfactareforward-lookingstatements.Theyare
basedoncurrentexpectationsandprojectionsaboutfuture
events,andarethereforesubjectto                   risksanduncertainties 
whichcouldcauseactualresultsto
differmateriallyfromthefutureresultsexpressedorimpliedbytheforward-looking
statements.Often,butnotalways,forward-lookingstatementscanbeidentified
bythe                                            useofforward-lookingwords 
suchas"plans","expects","isexpected","issubjectto","budget",
"scheduled", "estimates","forecasts","intends",  "anticipates",  "believes", 
"targets", "aims",  "projects" orwords  orterms ofsimilar  substanceor  the 
negativethereof,
areforward-lookingstatements,aswellasvariationsofsuchwordsandphrasesorstatementsthatcertainactions,
eventsorresults"may","could","should","would","might"or"will"betaken,occurorbeachieved.Suchstatements
arequalified  intheir  entirety  by  theinherent  risks  and  uncertainties 
surrounding     future      expectations.      Forward-looking      statements 
includestatementsrelating tothefollowing:(i)futurecapitalexpenditures,
expenses, revenues, earnings,  synergies, economic performance,  indebtedness, 
financial  condition,  dividend  policy,  losses  and  futureprospects;  (ii) 
business             and             management             strategiesandthe 
expansionandgrowthofGlencore'sorXstrata'soperationsand       potential 
synergiesresultingfromtheMerger;and(iii)theeffects
ofglobaleconomicconditionsonGlencore'sorXstrata's business.



Suchforward-lookingstatementsinvolveknownandunknownrisksanduncertainties
thatcouldsignificantlyaffect
expectedresultsandarebasedoncertainkeyassumptions.Manyfactorsmaycausetheactualresults,performanceorachievements
ofGlencoreorXstratatobematerially   differentfromany    futureresults, 
performanceorachievements              expressedor               impliedby 
theforward-lookingstatements.  Importantfactors   that   couldcauseactual 
results,performance                                            orachievements 
ofGlencoreorXstratatodiffermateriallyfromtheexpectationsofGlencoreorXstrata,asapplicable,
include,amongotherthings,
generalbusinessandeconomicconditionsglobally,commoditypricevolatility,industry
trends,competition,changes
ingovernmentandotherregulation,includinginrelationtotheenvironment,healthand
safetyand           taxation,labour            relationsandworkstoppages, 
changesinpoliticaland                     economicstability,disruptionsin 
businessoperationsdue                                                     to 
reorganisationactivities(whetherornotGlencorecombineswithXstrata),interestrateand
currencyfluctuations,  the  failuretosatisfyanyconditionsfor  theMerger 
onatimelybasis          oratall,the          failure           tosatisfy 
theconditionsoftheMerger                       whenimplemented(including 
approvalsorclearancesfromregulatoryandotheragencies
andbodies)onatimelybasis
oratall,thefailureofGlencoretocombinewithXstrata
onatimelybasisoratall,the
inabilityoftheCombinedGrouptorealisesuccessfullyanyanticipatedsynergy
benefitswhentheMergeris
implemented,theinabilityoftheCombinedGroupto
integratesuccessfullyGlencore'sandXstrata'soperationsand
programmeswhentheMergerisimplemented,the
CombinedGroupincurringand/orexperiencing        unanticipated        costs 
and/ordelaysordifficultiesrelatingtothe
MergerwhentheMergerisimplemented.         Suchforward-lookingstatements 
shouldthereforebeconstruedinlightof suchfactors.



NeitherXstratanorGlencore,noranyoftheirrespective
associatesordirectors,officersoradvisers,providesany
representation,assuranceor    guaranteethatthe    occurrenceoftheevents 
expressedor     impliedin     anyforward-looking     statements     inthis 
announcementwillactuallyoccur.Youarecautioned
nottoplaceunduerelianceontheseforward-  lookingstatements,whichspeak 
only asof thedatehereof.



Otherthaninaccordancewithitslegalorregulatory   obligations(including 
undertheListingRulesandtheDisclosure andTransparency Rulesof theFSA),
neitherXstratanorGlencoreis                                       underany 
obligationandXstrataandGlencoreeach        expressly         disclaimany 
intentionorobligationtoupdateorreviseany
forward-lookingstatements,whetherasaresultof   new   information,future 
eventsorotherwise.





Noprofitforecasts



Nostatementinthisannouncementisintendedas                      aprofit 
forecastandnostatementinthisannouncementshould    be     interpretedto 
meanthatearningsperGlencoreorXstrataordinaryshareforthecurrentorfuturefinancialyearswould
necessarily          match          or          exceedthe          historical 
publishedearningsperGlencoreorXstrataordinary share.





Responsibility statement



TheIndependentXstrataDirectorseachacceptresponsibilityfortheinformationcontainedinthisannouncement.To
thebestoftheknowledgeandbeliefoftheIndependentXstrataDirectors(whohavetakenallreasonablecareto
ensurethat suchis  thecase), theinformationcontained  inthis  announcement 
for  whichthey   areresponsibleis   in   accordancewiththefactsanddoes 
notomitanythinglikely toaffecttheimportof suchinformation.



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

END


MSCPGGCCGUPPGAU -0- Nov/20/2012 15:47 GMT
 
Press spacebar to pause and continue. Press esc to stop.