Glencore Xstrata plc Guarantees Xstrata Canada Corporation's Notes
TORONTO, May 15, 2013 /CNW/ - Xstrata Canada Corporation ("XCC") today
announced that in connection with the recent merger between Glencore
International plc and Xstrata plc (now Xstrata Limited) ("Xstrata"), Glencore
Xstrata plc ("Glencore") has fully and unconditionally guaranteed XCC's Notes
(defined below). In anticipation of the merger, XCC has obtained an order
from the Canadian securities regulators permitting XCC to satisfy its
continuous disclosure obligations as a reporting issuer by filing Glencore's
UK disclosure documents in place of disclosure documents relating solely to
XCC. The order is substantially similar to the order that previously
permitted XCC to satisfy its continuous disclosure obligations by filing
Xstrata plc's UK disclosure documents and is conditional, among other things,
upon Glencore fully and unconditionally guaranteeing the Notes.
Description of Glencore Guarantee of the XCC Notes
The following senior debt of XCC has been guaranteed by Glencore
(collectively, the "Notes"): (i) US$250 million principal amount of 6.2% notes
due June 15, 2035; (ii) US$250 million principal amount of 5.5% notes due June
15, 2017; (iii) US$341 million principal amount of 6% notes due October 15,
2015; and (iv) US$250 million principal amount of 5.375% notes due June 1,
The guarantee of XCC's Notes was implemented by amending the trust indentures
pursuant to which the Notes were issued (the "Note Indentures"). Pursuant to
the terms of the Note Indentures, as amended by supplemental indentures to
implement the guarantees, Glencore has fully and unconditionally guaranteed
the payment, within 15 days of when due, of the principal and interest owing
by XCC to the holders of the Notes. Computershare Trust Company of Canada
(the "Note Trustee") is the trustee for the holders of the Notes under the
terms of the Note Indentures.
Glencore's guarantees of the Notes constitute unsecured obligations of
Glencore. The terms of the guarantees do not limit the ability of Glencore to
incur additional indebtedness, nor do they limit the ability of Glencore's
subsidiaries or joint ventures to incur additional secured or unsecured
indebtedness. Glencore's obligations under the guarantees will be
effectively subordinate to all indebtedness and other liabilities of
Glencore's subsidiaries and joint ventures, except to the extent Glencore is a
creditor of such subsidiaries or joint ventures ranking at least pari passu
with such other creditors.
The Notes, as guaranteed by Glencore, have been rated by the following rating
agencies (collectively, the ''Rating Agencies'') as follows:
Rating Agency Rating
Moody's Investors Service Baa2
Standard & Poor's BBB+
Dominion Bond Rating Service Limited BBBH
Holders of the Notes should consult the Rating Agencies with respect to the
interpretation of the foregoing ratings and their implications.
The credit ratings accorded to the Notes by the Rating Agencies are not
recommendations to purchase, hold or sell the Notes inasmuch as such ratings
do not comment as to market price or suitability for a particular investor.
There is no assurance that the ratings will remain in effect for any period of
time or that the ratings will not be revised or withdrawn entirely by one or
more of the Rating Agencies at any time in the future if, in the judgment of
one or more of the Rating Agencies, circumstances so warrant.
Guarantee of Payment
Each guarantee constitutes a guarantee of payment and not of collection. This
means that legal proceedings may be brought directly against Glencore to
enforce its obligations under each guarantee without first instituting a legal
proceeding against XCC. The guarantees of the Notes will not be discharged
except by payment in full of XCC's obligations to the holders of the Notes.
Amendments and Assignment
The guarantees of the Notes may not be amended without the prior approval of
the holders of the Notes in accordance with the terms of the Note Indentures,
provided that no approval of the holders of the Notes is required for certain
changes that do not adversely affect the rights of holders of the Notes.
The guarantees of the Notes will be binding on the successors and assigns of
Glencore and will enure to the benefit of the holders of the Notes then
The guarantees of the Notes will terminate upon the repayment in full and
discharge of all Notes.
The guarantees of the Notes are governed by and construed in accordance with
the laws of the State of New York except with respect to the rights, powers,
duties and responsibilities of the Note Trustee under the Note Indentures,
which are governed by the laws of the Province of Ontario.
Consent to Jurisdiction and Service
Glencore has appointed Corporation Service Company, 1180 Avenue of the
Americas, Suite 210, New York, NY 10036, as its agent for service of process
in any suit, action or proceeding arising out of or relating to its guarantee
of the Notes and for actions brought under United States federal or state
securities laws brought in any federal or state court located in the City of
New York and submits to such jurisdiction.
Glencore has appointed XCC as its agent for service of process for actions
brought under provincial securities laws brought in any court located in the
City of Toronto and submits to such jurisdiction.
Information Concerning the Trustee
Computershare Trust Company of Canada is the Note Trustee under the terms of
the Note Indentures. The terms of the Note Indentures provide that, except
in certain circumstances, no action may be brought against Glencore to enforce
the guarantees except by the Trustee.
Changes to XCC Continuous Disclosure Reporting
In connection with Glencore's guarantees of the Notes, the securities
commissions of each Canadian province and territory have granted XCC an
exemption from certain requirements of the securities legislation that will
permit XCC to satisfy its continuous disclosure obligations as a reporting
issuer by filing Glencore's UK disclosure documents, including Glencore's
annual and interim financial statements, in place of disclosure documents
relating solely to XCC. The terms of the exemption require, among other
things, that XCC file on SEDAR copies of all documents filed by Glencore
pursuant to the continuous disclosure requirements of the United Kingdom.
XCC will file Glencore's financial statements on SEDAR at the same time they
are published in the United Kingdom. The continuous disclosure requirements of
the United Kingdom require that Glencore publish its annual financial
statements no later than four months after its December 31 year end, half
yearly financial statements published no later than two months after the end
of the six month period ending June 30 and interim management statements
("IMS") to be published not earlier than week 11 nor later than week 20 in
each six-month financial period. Glencore generally publishes its annual
financial statements in March, its half yearly financial statements in August,
its first quarter IMS in May and its third quarter IMS in November.
The availability of the exemption is subject to XCC and Glencore satisfying a
number of other conditions that are set forth in the decision of the
securities commissions. A copy of the decision is available on the website
of the Ontario Securities Commission at www.osc.gov.on.ca.
To obtain copies of the supplemental indentures to the Note Indentures,
Holders of Notes may contact Computershare Trust Company of Canada whose
offices are located at 100 University Avenue, 8th Floor, Toronto, Ontario, M5J
2Y1, telephone 416.263.9200. Copies of the supplemental indentures have also
been publicly filed by XCC and are available at www.sedar.com.
About Glencore Xstrata
Glencore Xstrata is one of the world's largest global diversified natural
resource companies. As a leading integrated producer and marketer of
commodities with a well-balanced portfolio of diverse industrial assets, we
are strongly positioned to capture value at every stage of the supply chain,
from sourcing materials deep underground to delivering products to an
international customer base.
The Group's industrial and marketing activities are supported by a global
network of more than 90 offices located in over 50 countries. Our diversified
operations comprise over 150 mining and metallurgical sites, offshore oil
production assets, farms and agricultural facilities. We employ approximately
190,000 people, including contractors.
Stephen Young Corporate Secretary, XCC t: +1 416 775 1556
Peter Fuchs t: +1 416 775 1523 e:firstname.lastname@example.org
SOURCE: Glencore Xstrata plc
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