TIDMXTA
RNS Number : 7398D
Xstrata PLC
01 May 2013
REGULATORY ANNOUNCEMENT
Merger Update: Court Order Confirming Reduction of Capital
Zug, 1 May 2013
Xstrata announces that the High Court of Justice of England and
Wales has today issued an order confirming the reduction of
Xstrata's share capital (the "Reduction Order"), to be effected as
part of the all-share merger of Xstrata and Glencore.
The Reduction Order is expected to be delivered to and
registered by the Registrar of Companies on 2 May 2013, at which
time the New Scheme and the Merger will become effective.
An application has been made to the UK Listing Authority
requesting the cancellation of the listing of Xstrata ordinary
shares on the Official List as well as the trading of Xstrata
ordinary shares on the London Stock Exchange's main market for
listed securities. The cancellation of the listing and trading of
Xstrata ordinary shares is expected to take place by no later than
8.00 a.m. on 3 May 2013.
Application has also been made for the cancellation of the
secondary listing of the Xstrata shares on the SIX Swiss Exchange.
The official cancellation of the listing on the SIX Swiss Exchange
is expected to take effect on, and including, 6 May 2013.
End
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:
Alison Flynn
Telephone +44 20 7968 2838
Mobile +44 20 7769 314374
Email aflynn@xstrata.com
www.xstrata.com
Further Information
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.
This announcement is for information purposes only. It is not
intended to and does not constitute, or form part of, an offer,
invitation or the solicitation of an offer to purchase, otherwise
acquire, subscribe for, sell or otherwise dispose of any
securities, or the solicitation of any vote or approval in any
jurisdiction, pursuant to the Merger or otherwise nor shall there
be any sale, issuance or transfer of securities in any jurisdiction
in contravention of applicable law.
This announcement does not constitute a prospectus or prospectus
equivalent document.
Notice to US holders of Xstrata Shares
The Merger involves an exchange of the securities of a UK
company for the securities of a Jersey company and is subject to
Jersey and UK disclosure requirements, which are different from
those of the United States. The financial information included in
this announcement has been prepared in accordance with
International Financial Reporting Standards and thus may not be
comparable to financial information of US companies or companies
whose financial statements are prepared in accordance with
generally accepted accounting principles in the United States.
The Merger is proposed to be made by means of a scheme of
arrangement under the Companies Act and otherwise in accordance
with the requirements of the Code. The scheme of arrangement will
relate to the shares of a UK company that is a 'foreign private
issuer' as defined under Rule 3b-4 under the US Exchange Act.
Accordingly, the proposed combination is subject to disclosure
and other procedural requirements applicable in the UK to schemes
of arrangement, which differ from the disclosure requirements of
the US proxy and tender offer rules under the US Exchange Act.
Any securities to be issued under the Merger have not been and
will not be registered under the US Securities Act, or under the
securities laws of any state, district or of any other jurisdiction
of the United States, or of any jurisdiction other than the United
Kingdom. Accordingly, the New Glencore Shares may not be offered,
sold, reoffered, resold, pledged, delivered or otherwise
transferred, in or into any jurisdiction where such offer or sale
would violate the relevant securities laws of such jurisdiction. It
is expected that the New Glencore Shares will be issued in reliance
upon the exemption from such registration provided by Section
3(a)(10) of the US Securities Act. Under applicable US securities
laws, persons (whether or not US persons) who are or will be
"affiliates" (within the meaning of the US Securities Act) of
Xstrata or Glencore prior to, or of Glencore after, the Effective
Date will be subject to certain transfer restrictions relating to
the Glencore Shares received in connection with the Scheme. It may
be difficult for US holders of Xstrata Shares to enforce their
rights and any claim arising out of the US federal securities laws,
since each of Glencore and Xstrata are located in a non-US
jurisdiction, and some or all of their officers and directors may
be residents of a non-US jurisdiction. US holders of Xstrata Shares
may not be able to sue a non-US company or its officers or
directors in a non- US court for violations of the US securities
laws. Further, it may be difficult to compel a non-US company and
its affiliates to subject themselves to a US court's judgment.
If Glencore exercises its right, subject to the consent of the
Panel (where necessary) and with Xstrata's prior written consent,
to implement the Merger by way of a Merger Offer, the Merger will
be made in compliance with applicable US laws and regulations,
including applicable provisions of the tender offer rules under the
US Exchange Act, to the extent applicable.
Overseas jurisdictions
The ability of Xstrata Shareholders who are not resident in the
United Kingdom to participate in the Scheme may be affected by the
laws of the relevant jurisdictions in which they are located.
Persons who are not resident in the United Kingdom should inform
themselves of, and observe, any applicable legal or regulatory
requirements of their jurisdictions.
New Glencore Shares have neither been marketed to, nor are
available for purchase or exchange, in whole or in part, by, the
public in the United Kingdom or elsewhere in connection with the
Merger. This announcement is not a prospectus and does not
constitute an invitation or offer to sell or the solicitation of an
invitation or offer to buy any security. None of the securities
referred to in this announcement shall be sold, issued, subscribed
for, purchased, exchanged or transferred in any jurisdiction in
contravention of applicable law.
The release, publication or distribution of this announcement in
or into jurisdictions other than the UK may be restricted by law
and therefore any persons who are subject to the law of any
jurisdiction other than the UK should inform themselves about, and
observe, any applicable requirements. Any failure to comply with
the applicable restrictions may constitute a violation of the
securities laws of any such jurisdiction. To the fullest extent
permitted by applicable law, the companies and persons involved in
the Merger disclaim any responsibility or liability for the
violation of such restrictions by any person. This announcement has
been prepared for the purposes of complying with English law, the
Listing Rules, the rules of the London Stock Exchange and the Code
and the information disclosed may not be the same as that which
would have been disclosed if this announcement had been prepared in
accordance with the laws of jurisdictions outside of England.
Forward-looking statements
This announcement contains statements which are, or may be
deemed to be, "forward-looking statements" which are prospective in
nature. All statements other than statements of historical fact are
forward-looking statements. They are based on current expectations
and projections about future events, and are therefore subject to
risks and uncertainties which could cause actual results to differ
materially from the future results expressed or implied by the
forward-looking statements. Often, but not always, forward-looking
statements can be identified by the use of forward-looking words
such as "plans", "expects", "is expected", "is subject to",
"budget", "scheduled", "estimates", "forecasts", "intends",
"anticipates", "believes", "targets", "aims", "projects" or words
or terms of similar substance or the negative thereof, are
forward-looking statements, as well as variations of such words and
phrases or statements that certain actions, events or results
"may", "could", "should", "would", "might" or "will" be taken,
occur or be achieved. Such statements are qualified in their
entirety by the inherent risks and uncertainties surrounding future
expectations. Forward-looking statements include statements
relating to the following: (i) future capital expenditures,
expenses, revenues, earnings, synergies, economic performance,
indebtedness, financial condition, dividend policy, losses and
future prospects; (ii) business and management strategies and the
expansion and growth of Glencore's or Xstrata's operations and
potential synergies resulting from the Merger; and (iii) the
effects of global economic conditions on Glencore's or Xstrata's
business.
Such forward-looking statements involve known and unknown risks
and uncertainties that could significantly affect expected results
and are based on certain key assumptions. Many factors may cause
the actual results, performance or achievements of Glencore or
Xstrata to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. Important factors that could cause
actual results, performance or achievements of Glencore or Xstrata
to differ materially from the expectations of Glencore or Xstrata,
as applicable, include, among other things, general business and
economic conditions globally, commodity price volatility, industry
trends, competition, changes in government and other regulation,
including in relation to the environment, health and safety and
taxation, labour relations and work stoppages, changes in political
and economic stability, disruptions in business operations due to
reorganisation activities (whether or not Glencore
combines with Xstrata), interest rate and currency fluctuations,
the failure to satisfy any conditions for the Merger on a timely
basis or at all, the failure to satisfy the conditions of the
Merger when implemented (including approvals or clearances from
regulatory and other agencies and bodies) on a timely basis or at
all, the failure of Glencore to combine with Xstrata on a timely
basis or at all, the inability of the Combined Group to realise
successfully any anticipated synergy benefits when the Merger is
implemented, the inability of the Combined Group to integrate
successfully Glencore's and Xstrata's operations and programmes
when the Merger is implemented, the Combined Group incurring and/or
experiencing unanticipated costs and/or delays or difficulties
relating to the Merger when the Merger is implemented. Such
forward-looking statements should therefore be construed in light
of such factors.
Neither Xstrata nor Glencore, nor any of their respective
associates or directors, officers or advisers, provides any
representation, assurance or guarantee that the occurrence of the
events expressed or implied in any forward-looking statements in
this announcement will actually occur. You are cautioned not to
place undue reliance on these forward- looking statements, which
speak only as of the date hereof.
Other than in accordance with its legal or regulatory
obligations (including under the Listing Rules and the Disclosure
and Transparency Rules of the FSA), neither Xstrata nor Glencore is
under any obligation and Xstrata and Glencore each expressly
disclaim any intention or obligation to update or revise any
forward-looking statements, whether as a result of new information,
future events or otherwise.
No profit forecasts
No statement in this announcement is intended as a profit
forecast and no statement in this announcement should be
interpreted to mean that earnings per Glencore or Xstrata ordinary
share for the current or future financial years would necessarily
match or exceed the historical published earnings per Glencore or
Xstrata ordinary share.
Responsibility statement
The Independent Xstrata Directors each accept responsibility for
the information contained in this announcement. To the best of the
knowledge and belief of the Independent Xstrata Directors (who have
taken all reasonable care to ensure that such is the case), the
information contained in this announcement for which they are
responsible is in accordance with the facts and does not omit
anything likely to affect the import of such information.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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