Glencore Announces Adjournment of Extraordinary Meeting of Holders of Viterra’s C$200 million 6.406% Senior Unsecured Notes due 2021
BAAR, Switzerland, July 23, 2012 /PRNewswire/ – Glencore International plc (“Glencore“) announced today that the extraordinary meeting (the “Meeting“) of the holders (“Noteholders“) of Viterra Inc.’s (“Viterra“) outstanding 6.406% Senior Unsecured Notes due February 16, 2021
(CUSIP 92849TAL2/92849TAM0) (the “2021 Notes“), called to consider certain proposed amendments to the 2021 Notes
more particularly described in the consent and proxy solicitation
statement of Glencore dated July 9, 2012 (“Consent Solicitation Statement“), was convened today and has been adjourned. The Meeting will
reconvene at 10:00 a.m. (Toronto time) on Monday, July 30, 2012 at
Suite 3400, One First Canadian Place, Toronto, Ontario, M5X 1A4.
Capitalized terms used but not otherwise defined in this announcement
have the meanings ascribed to them in the Consent Solicitation
Glencore has been advised of potential discrepancies and
miscommunications in the voting intentions given by a number of
Noteholders. Glencore has also been advised that a substantial number
of proxies were received after the initial proxy cut-off time.
Glencore has been advised that an adjournment would be helpful in
providing additional time for Noteholders to ensure that their voting
instructions are appropriately carried out so that the vote on the 2021
Noteholder Resolution that was to be considered at today’s Meeting
accurately reflects the views of Noteholders.
The deadline for submitting proxies for purposes of voting at the
adjourned Meeting has been extended to 5:00 p.m. (Toronto time) on
Thursday, July 26, 2012.
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
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, GLENCORE INTERNATIONAL AG, 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