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Last updated on April 21, 2014 at 10:25 EDT

Glencore Receives Requisite Consents in Consent Solicitation relating to Viterra’s U.S.$400 million 5.950% Senior Notes due 2020 and will proceed with the Noteholder Meeting relating to Viterra’s C$200 million 6.406% Senior Unsecured Notes due 2021

July 20, 2012

BAAR, Switzerland, July 20, 2012 /PRNewswire/ – Glencore International plc (“Glencore“) announced today that it has received consents (the “Requisite Consents“) from holders of US$369,055,000 aggregate principal amount of Viterra
Inc.’s (“Viterra“) outstanding 5.950% Senior Notes due August 1, 2020 (CUSIP
92849TAJ7/C96906AA7) (the “2020 Notes“) (representing approximately 92.26% of the total principal amount of
the outstanding 2020 Notes) to certain proposed amendments to the 2020
Notes more particularly described in the consent and proxy solicitation
statement of Glencore dated July 9, 2012 (“Consent Solicitation Statement“).  Capitalized terms used but not otherwise defined in this
announcement have the respective meanings ascribed to them in the
Consent Solicitation Statement.

In connection with the 2021 Proposed Amendments, the 2021 Noteholder
Meeting scheduled to take place at 10:00 a.m. (Toronto time) on July
23, 2012 at Suite 3400, One First Canadian Place, Toronto, Ontario, M5X
1A4 will proceed as previously announced.  At the 2021 Noteholder
Meeting, holders of Viterra’s outstanding 6.406% Senior Unsecured Notes
due February 16, 2021 (CUSIP 92849TAL2/92849TAM0) (the “2021 Notes“) will be asked to (i) consider and, if deemed appropriate, pass an
extraordinary resolution (“2021 Noteholder Resolution“) authorizing and approving the 2021 Proposed Amendments and (ii)
transact such further or other business as may properly come before the
2021 Noteholder Meeting.  The number of votes required to pass the 2021
Noteholder Resolution is not less than 662/3% of the votes cast in
respect of such resolution at the 2021 Noteholder Meeting.

Details of the 2021 Noteholder Meeting and the matters being considered
are set out in the Consent Solicitation Statement and in the
accompanying proxy form relating to the 2021 Notes (the “Proxy Form“), the Viterra notice of 2021 Noteholder Meeting and Glencore meeting
matters document.

The Proposed Amendments will not become effective until the remaining
conditions to the Proposed Amendments have been satisfied or waived
(including the satisfaction or waiver of all conditions precedent to
Glencore’s proposed acquisition of Viterra by way of a plan of
arrangement (the “Arrangement“)).  Closing of the Arrangement remains subject to certain conditions
and Glencore will update the market in due course when it expects
closing of the Arrangement to occur.

Noteholders that validly delivered consents to the 2020 Proposed
Amendments on or prior to the Expiration Date, where such consents are
accepted, may be eligible to receive a consent fee as set out in the
Consent Solicitation Statement, subject to the satisfaction or waiver
of various conditions as described in the Consent Solicitation
Statement.  Noteholders who are eligible to receive a consent fee are
advised that there may be a period of time between the Expiration Date
and the date such consent fee is paid as there are a number of
conditions to the consent fee becoming payable, including satisfying
the conditions to the Arrangement, which are described above.

If the 2021 Noteholder Resolution is duly passed at the 2021 Noteholder
Meeting, noteholders that validly delivered proxies appointing the
Glencore nominees designated in the Proxy Form as proxyholders and
containing instructions to vote in favour of the 2021 Noteholder
Resolution may be eligible to receive a Proxy Payment as set out in the
Consent Solicitation Statement, subject to the satisfaction or waiver
of various conditions as described in the Consent Solicitation
Statement.  In no circumstances will Glencore pay both a Consent Fee
and Proxy Payment to the holders of 2021 Notes.

Each noteholder should contact its own tax advisor with respect to such
holder’s circumstances.

If the applicable Proposed Amendments become effective, each applicable
noteholder, irrespective of whether such noteholder delivered a consent
or voted in favour of the 2021 Noteholder Resolution, will be bound by
the applicable Proposed Amendments and will have the benefit of a
guarantee from each Glencore and its main operating subsidiary,
Glencore International AG.

About Glencore International plc

Glencore is one of the world’s leading integrated producers and
marketers of commodities, headquartered in Baar, Switzerland, and
listed on the London and Hong Kong Stock Exchanges. Glencore has
worldwide activities in the production, sourcing, processing, refining,
transporting, storage, financing and supply of Metals and Minerals,
Energy Products and Agricultural Products.

About Viterra Inc.

Viterra provides premium quality ingredients to leading global food
manufacturers.  Headquartered in Canada, the global agri-business has
operations across Canada, the United States, Australia, New Zealand and
China, as well as a growing international presence that extends to
offices in Japan, Singapore, Vietnam, Switzerland, Italy, Ukraine,
Germany, Spain and India. Driven by an entrepreneurial spirit, Viterra
operates three distinct business segments: Grain Handling and
Marketing, Agri-Products and Processing. Viterra’s expertise, close
relationships with producers and superior logistical assets allow
Viterra to consistently meet the needs of the most discerning end-use
customers, helping to fulfill nutritional needs of people around the
world.  Viterra shares are traded on the Toronto Stock Exchange and
Viterra CHESS Depository Interests (CDIs) representing beneficial
interests in Viterra shares trade on the Australian Securities
Exchange.

IMPORTANT NOTICE

THIS NOTICE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT A SOLICITATION
OF CONSENTS WITH RESPECT TO THE NOTES OR AN OFFER OF SECURITIES FOR
SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO AND SHOULD NOT
BE RELIED UPON IN CONNECTION WITH ANY CONTRACT FOR PURCHASE.  THE
CONSENT SOLICITATIONS ARE BEING MADE SOLELY PURSUANT TO THE CONSENT
SOLICITATION STATEMENT AND THE RELATED CONSENT FORMS, WHICH SET FORTH
THE COMPLETE TERMS OF THE CONSENT SOLICITATIONS.

THE CONSENT SOLICITATIONS ARE BEING MADE ONLY TO ELIGIBLE HOLDERS.  THE
CONSENT SOLICITATIONS ARE NOT BEING MADE TO HOLDERS OF SECURITIES IN
ANY JURISDICTION IN WHICH THE MAKING OR ACCEPTANCE OF THE CONSENT
SOLICITATIONS WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH
JURISDICTION.  NONE OF GLENCORE, GIAG, VITERRA, THE TRUSTEES, THE
INFORMATION AND TABULATION AGENTS OR THE SOLICITATION AGENTS MAKE ANY
RECOMMENDATION AS TO WHETHER OR NOT ELIGIBLE HOLDERS SHOULD DELIVER
CONSENTS.  THE PARENT GUARANTEES HAVE NOT BEEN REGISTERED UNDER THE
U.S. SECURITIES ACT AND MAY NOT BE OFFERED OR SOLD WITHIN THE UNITED
STATES OR TO U.S. PERSONS (AS DEFINED IN REGULATION S UNDER THE U.S.
SECURITIES ACT), EXCEPT TO QIBs (AS DEFINED IN RULE 144A OF THE U.S.
SECURITIES ACT) IN TRANSACTIONS EXEMPT FROM, OR NOT SUBJECT TO, THE
REGISTRATION REQUIREMENTS OF THE U.S. SECURITIES ACT (OR APPLICABLE
STATE SECURITIES LAWS) OR TO CERTAIN PERSONS IN OFFSHORE TRANSACTIONS
IN RELIANCE ON REGULATION S UNDER THE U.S. SECURITIES ACT.  NOTHING IN
THIS ANNOUNCEMENT IS OR SHOULD BE CONSTRUED AS A STATEMENT OR
REPRESENTATION THAT CONSENT IS REQUIRED FROM THE NOTEHOLDERS FOR ANY OF
THE ACTIONS DESCRIBED HEREIN.

INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS

THIS ANNOUNCEMENT MAY INCLUDE “FORWARD-LOOKING STATEMENTS”, AS DEFINED
IN THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 OR
“FORWARD-LOOKING INFORMATION” AS DEFINED UNDER APPLICABLE CANADIAN
SECURITIES LEGISLATION, ABOUT GLENCORE AND GLENCORE’S INTENTIONS
REGARDING ANY POTENTIAL INTEGRATION AND REORGANIZATION OF VITERRA. 
SUCH FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF FUTURE
PERFORMANCE AND INVOLVE RISKS AND UNCERTAINTIES, AND ACTUAL RESULTS MAY
DIFFER FROM THOSE IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF
VARIOUS FACTORS. SUCH STATEMENTS MAY BE (BUT ARE NOT NECESSARILY)
IDENTIFIED BY THE USE OF PHRASES SUCH AS “MAY”, “SHOULD”, “WILL”,
“COULD”, “EXPECT”, “INTEND”, “PLAN”, “ESTIMATE”, “ANTICIPATE”,
“BELIEVE”, “FUTURE”, “PROPOSED” OR “CONTINUE” OR THE NEGATIVE THEREOF
OR SIMILAR VARIATIONS.  READERS ARE CAUTIONED NOT TO PLACE UNDUE
RELIANCE ON FORWARD-LOOKING STATEMENTS, WHICH REFLECT THE ANALYSIS OF
THE MANAGEMENT OF GLENCORE ONLY AS OF THE DATE OF THIS ANNOUNCEMENT.
GLENCORE IS UNDER NO OBLIGATION, AND EXPRESSLY DISCLAIMS ANY INTENTION
OR OBLIGATION, TO UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS,
WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE,
EXCEPT AS REQUIRED BY APPLICABLE LAW.

SOURCE Glencore International plc


Source: PR Newswire