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 firstname.lastname@example.org Email email@example.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
Xstrata PLC XTA Shareholders approve all-share merger
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