GLENCORE IPO PROSPECTUS PDF

The company's logo is seen in front of the headquarters of Swiss commodities trader Glencore in Baar near Zurich April 13, Other top shareholders include Daniel Mate, 47, and Telis Mistakidis, 49, the co-directors responsible for zinc, copper and lead. They each own 6. Glencore set a to pence per share price range for the London initial public offering IPO. That values it at Nobody knows.

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In accessing the attach ed document, you agree to be bound by the following terms and conditions, includ ing any modifications to them from time to time, each time you receive any infor mation from us as a result of such access.

You acknowledge that the delivery of the attached document is confidential and intended for you only and you agree yo u will not forward, reproduce or publish the attached document to any other pers on.

The attached document comprises a Prospectus and has been prepared in accord ance with the Prospectus Rules of the Financial Services Authority the "FSA" m ade under Section 73A of the Financial Services and Markets Act the "FSMA" and has been prepared solely in connection with the proposed offer to certain institutional and professional investors the "Global Offer" of the ordinary sh ares the "Shares" of Glencore International plc the "Company" by the Company.

Application has been made in connection with the admission of the Shares to th e premium listing segment of the Official List of the FSA, and to trading on Lon don Stock Exchange plcs main market for listed securities, together "UK Admissio n" is expected to be published in due course. The distribution of the attached document and th e offering and sale of the Shares in certain jurisdictions may be restricted by law and therefore persons into whose receipt or possession the attached document comes should inform themselves about and observe any such restrictions.

Any fai lure to comply with these restrictions could result in a violation of the laws o f such jurisdictions. In particular, the attached document is not for distributi on in or into Australia, Canada, Japan, Peoples Republic of China excluding Hong Kong Hong Kong, Republic of South Africa or the United States, save for distri bution: in Australia, to persons to whom the offer of securities may be made wit hout a disclosure document in accordance with Part 6 D.

The attached document and the Global Offer are only addressed to and directed at persons in member states of the European Economic Area "Member Sta. The attached document must not be acted on or relied on a in the United Ki ngdom, by persons who are not relevant persons, and b in any Member State othe r than the United Kingdom, by persons who are not Qualified Investors.

Any inves tment or investment activity to which this document relates is available only to 1 in the United Kingdom, relevant persons, and 2 in any Member State other than the United Kingdom, Qualified Investors, and will be engaged in only with s uch persons. Any members of the public i n Hong Kong who wish to invest in the Company should make their investment decis ion solely on the basis of the information contained in a separate prospectus to be issued by the Company in Hong Kong on or about 13 May in connection wit h the Hong Kong Offer that is authorised by the Hong Kong Stock Exchange for reg istration by the Registrar of Companies in Hong Kong.

The attached document has not been registered as a prospectus in Hong Kong and may not be distributed eith er directly or indirectly to the public or any member of the public in Hong Kong.

The attached document is not a "web proof information pack" for the purposes o f Hong Kong securities law and regulation. The Ban ks are acting exclusively for the Company and no one else in connection with the.

Global Offer. They will not regard any other person whether or not a recipient of this document as their client in relation to the Global Offer and will not be responsible to anyone other than the Company for providing the protections af forded to customers of the Banks or for giving advice in relation to the Global Offer or any transaction or arrangement referred to in the attached document.

Ap art from the responsibilities and liabilities, if any, which may be imposed on t he Banks by the FSMA or the regulatory regime established thereunder, each of th e Banks accepts no responsibility or liability whatsoever for the contents of th e attached document or for any other statement made or purported to be made in c onnection with the Company, the Ordinary Shares or the Global Offer.

Each of the Banks accordingly disclaims all and any responsibility or liability. This document does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for, any Shares or any other securities, nor shall it or any part of it , or the fa ct of its distribution, form the basis of, or be relied on in connection with, a ny contract therefore, to, from or with any person in any jurisdiction to whom o r in which such offer or solicitation is unlawful and therefore persons into who se possession this document comes should inform themselves about and observe any such restrictions.

This document is not for publication or distribution, direct ly or indirectly, in or into the United States including its territories and po ssessions, any state of the United States and the District of Columbia , except as described above. The distribution of this document may be restricted by law in certain jurisdic tions and persons into whose possession any document or other information referr ed to herein comes should inform themselves about and observe any such restricti on.

Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. UK Admission constitutes admission to trading on a regulated market.

In the Global Offer , up to ,, new Ordinary Shares are being made available by the Company and up to ,, Ordinary Shares are being made available by the Selling Sh areholder. Conditional dealings in the Ordinary Shares on a when issued basis are ex pected to commence on the London Stock Exchange on 19 May It is expected t hat UK Admission will become effective, and that unconditional dealings will com mence in the Ordinary Shares on the London Stock Exchange, at 8.

London time on 24 May All dealings in the Ordinary Shares prior to the commencem ent of unconditional dealings on the London Stock Exchange will be of no effect if UK Admission does not take place and such dealings will be at the sole risk o f the parties concerned. Hong Kong ti me on 25 May The new Ordinary Shares issued by the Company will rank pari passu in all respects with the existing Ordinary Shares. The Company and its Di rectors whose names appear on page 30 of this Prospectus accept responsibility for the information contained in this Prospectus.

To the best of the knowledge and belief of the Company and the Directors who have taken all reasonable care to ensure that such is the case , the information contained in this Prospectus i s in accordance with the facts and contains no omission likely to affect the imp ort of such information.

Prospective investors should read the whole of this Pro spectus, including the discussions of certain risk and other factors that should be considered in connection with an investment in the Ordinary Shares, see Risk F actors. The amount to be raised and the number of Ordinary Shares to be issue d or sold may be increased or decreased during the course of the Global Offer.

A number of factors will be considered in determining the Offer Price, the amount raised in the Global Offer and the basis of allocation, including the level and nature of demand for the Ordinary Shares during the book-building process and p revailing market conditions. A pricing statement containing the Offer Price, con firming the number of Ordinary Shares which are the subject of the Global Offer and containing any other outstanding information the Pricing Statement is expected to be published on or about 19 May A copy of this Prospectus has been del ivered to the Jersey registrar of companies in accordance with Article 5 of the Companies General Provisions Jersey Order , and the Jersey registrar of companies has given, and has not withdrawn, consent to its circulation.

It must be clearly understood that, in giving t hese consents, neither the Jersey registrar of companies nor the Jersey Financia l Services Commission takes any responsibility for the financial soundness of th e Company or for the correctness of any statements made, or opinions expressed, with regard to it. The Jersey Financial Services Commission is protected by the Control of Borrowing Jersey Law , as amended, against any liability arisin g from the discharge of its functions under that law.

Nothing in this Prospectus or anything communicated to the holders or potential holders of Ordinary Shares by or on behalf of the Company is intended to constitute, or should be construe d as, advice on the merits of the subscription for or purchase of Ordinary Share s or the exercise of any rights attached thereto for the purposes of the Financi al Services Jersey Law Citigroup Global Markets U.

Each of the UK Sponsors and the International Managers are authorised and regulated in the Uni ted Kingdom by the FSA and each of the HK Sponsors and the Hong Kong Managers is authorised and regulated in Hong Kong by the SFC and all of the Banks are actin g exclusively for the Company and no one else in connection with the Global Offe r and will not regard any other person whether or not a recipient of this Prosp ectus as a client in relation to the Global Offer and will not be responsible t o anyone other than the Company for providing the protections afforded to their respective clients, nor for giving advice in relation to the Global Offer or any transaction or arrangement referred to in this Prospectus.

Recipients of this P rospectus are authorised to use it solely for the purpose of considering the acq uisition of the Ordinary Shares and may not reproduce or distribute this Prospec tus, in whole or in part, and may not disclose any of the contents of this Prosp ectus or use any information herein for any purpose other than considering an in vestment in the Ordinary Shares.

Such recipients of this Prospectus agree to the foregoing by accepting delivery of this Prospectus. The Ordinary Shares are sub ject to selling and transfer restrictions in certain jurisdictions. Prospective purchasers or subscribers should read the restrictions described in paragraph 12 Selling and transfer restrictions of Section VIII: Details of the Global Offer. Ea bscriber or purchaser for the Ordinary Shares will be deemed to have made the re levant representations described therein.

This Prospectus does not constitute an offer of, or the solicitation of an offer to subscribe for or buy, any Ordinary Shares to any person in any jurisdiction to whom it is unlawful to make such of fer or solicitation in such jurisdiction. The distribution of this Prospectus an d the offer of the Ordinary Shares in certain jurisdictions may be restricted by. No action has been or will be taken by the Company or the Underwriters to permit a public offering of the Ordinary Shares or to permit the possession, iss ue or distribution of this Prospectus or any other offering or publicity materi als or application form relating to the Ordinary Shares other than a separate pr ospectus to be issued by the Company in Hong Kong on or about 13 May in con nection with the Hong Kong Offer in any jurisdiction where action for that purp ose may be required.

Accordingly, neither this Prospectus nor any advertisement or any other offering material may be distributed or published in any jurisdicti on except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus comes shoul d inform themselves about and observe any such restrictions. Any failure to comp ly with these restrictions may constitute a violation of the securities laws of any such jurisdiction.

In particular, this Prospectus is not for release, distri bution, issue or publication or directed at investors or the public in Hong Kong and does not constitute an offer of, or the solicitation of an offer to subscri be for or buy, any Ordinary Shares, to the public in Hong Kong.

Any members of t he public in Hong Kong who wish to invest in the Company should make their inves tment decision solely on the basis of the information contained in a separate pr ospectus to be issued by the Company in Hong Kong on or about 13 May in con nection with the Hong Kong Offer that is authorised by the Hong Kong Stock Excha nge for registration by the Registrar of Companies in Hong Kong. This Prospectus is not a web proof information pack for the purposes of Hong Kong securities law.

Securities Act of , as amended the Securitie s Act or under the applicable securities laws of any state of the U. The Global Offer is being made i in the U. Investment Company Act of , as amended the Investmen t Company Act in reliance on Rule A or another exemption from registration und er the Securities Act and ii to persons who are not U.

Persons as defined i n Regulation S in offshore transactions in reliance on Regulation S. In addition, until 40 days after the commencement of the Global Offer, an offer or sale of any of the Ordinary Shares within the U.

The Company has not been and will not be registered unde r the Investment Company Act, and investors will not be entitled to the benefits of that Act. Ordinary Shares acquired by any U. Per son as provided for in paragraph 12 Selling and transfer restrictions of Section VII I: Details of the Global Offer are not transferable except in compliance with the re strictions described in such paragraph. The Ordinary Shares have not been approv ed or disapproved by the U.

Regulator y Authority, nor have any such authorities passed upon or endorsed the merits of the Global Offer or confirmed the accuracy or determined the adequacy of this P rospectus.

Any representation to the contrary is a criminal offence in the U. Dated 4 May Any decision to invest in the Ordinary Shares should be based on con sideration of this Prospectus as a whole by the investor and not just this summa ry. Under the Prospectus Directive, in each Member State of the European Economi c Area EEA , civil liability attaches to those persons who are responsible for the summary, including any translations of the summary, but only if the summary is m isleading, inaccurate or inconsistent when read together with other parts of thi s Prospectus.

Where a claim relating to the information contained in this Prospe ctus is brought before a court, the plaintiff investor might, under the national legislation of the Member State of the EEA where such court is located, have to bear the costs of translating this Prospectus before the legal proceedings are initiated.

Overview and summary of operations Glencore is a leading integrated p roducer and marketer of commodities, with worldwide activities in the marketing of metals and minerals, energy products and agricultural products and the produc tion, refinement, processing, storage and transport of these products. Glencore operates globally, marketing and distributing physical commodities sourced from third party producers and own production to industrial consumers.

Glencore has d eveloped and built upon its expertise in the commodities it markets and cultivat ed long-term relationships with a broad supplier and customer base across divers e industries and geographic regions. Glencores marketing activities are supported by investments in industrial assets operating in Glencores core commodities. Gle ncores industrial, geographical, commodity, supplier and customer diversity, in c ombination with its long-term relationships, have enabled it to operate profitab ly, even during periods of market weakness.

Glencores marketing operations are al so less correlated to commodity prices than its industrial operations, making Gl encores earnings generally less volatile than those of pure producers of metals, mining and energy products. Glencore focuses on maximising returns from the enti re supply chain, taking into account its extensive global third party supply bas e, its logistics, risk management and working capital financing capabilities, ex tensive market insight, business optionality, its extensive customer base, stron g market position and economies of scale.

In contrast, this is not the business model of Glencores main industrial competitors who are generally not set up to ex ploit the full range of value added margin and arbitrage opportunities throughou t the commodity supply chain. Glencore believes it is: the worlds largest physic l supplier of third party sourced commodities in respect of the majority of the metals and minerals it markets; among the worlds largest non-integrated physical suppliers of crude oil and oil products; the worlds largest participant in the su pply of seaborne steam coal, including attribution of the volumes under a number of exclusive advisory and agency agreements with, amongst others, Xstrata; amon g the worlds leading suppliers of sugar; and one of the leading exporters of grai n from Europe, the CIS and Australia.

Glencores marketing and industrial activities are supported by a globa l network of more than 50 offices located in more than 40 countries. Glencore ha s an established record of successful strategic investments in industrial assets which have become an important component of its physical marketing activities.

Key strengths Scale and leading market shares in commodity marketing globally Gl encore believes that it has significant market share positions in the addressabl e markets for zinc metal, zinc concentrate, copper metal, copper concentrate, al umina, aluminium, cobalt, seaborne export thermal coal and grains.

Glencores dail y oil sales volumes represent approximately 3 per cent. Core competence in commodity marketing, logistics, risk management a nd financing Glencore is an established marketer of commodities and has built an outstanding market reputation as a reliable supplier of quality product. Glenco res experience has allowed it to build the market knowledge, insight and logistic s capabilities required to generate value-added margins and seek arbitrage poten tial throughout the physical commodity supply chain.

Glencore continues to invest in its high-quality, large-scale, long-li fe assets to increase production capacity. Marketer with integrated production a nd processing capabilities Glencore is differentiated from commodity production competitors in that it is also a substantial marketer of third party commodities. Glencore sees its ownership of industrial assets both as sources of self-produ ced commodities and as tools for increasing flexibility, optionality, security o f supply and market knowledge.

Diversified across multiple commodities, supplier s and customers Glencore markets a broad range of commodities the three busines s segments are involved in the sourcing and marketing of more than 90 distinct c ommodities from a diverse supply base to a diverse customer base.

Track record of value creation achieved Glencore has been consistently profitabl e since the management buyout in and has a track record of growth across in dustry cycles. Since , Glencore has achieved an average annual return on equ ity of 38 per cent. Between them, management has more than years of experience at Glencore, where they have a proven tra ck record of developing and growing the business.

In addition to the management team and relevant experience of the Board, Glencore believes that there is consi derable strength and depth below this level and it seeks to develop internal tal ent to ensure that this remains the case. Resilient financial performance of mar keting Since the management buyout in , Glencores marketing operations have b een profitable in every year of operation with a proven track record of resilien ce through industry cycles.

Glencore believes that the financial performance of the marketing operations is less correlated to commodity prices than the industr ial operations. Barriers to entry Glencore believes its scale, global reach and solid track record present significant barriers to entry into the global physica l commodity marketing industry, which requires substantial access to credit mark ets and a global network supporting logistics and risk management capabilities a nd strong producer relationships.

Strategy Continue to leverage geographic scope and diversification of operations Glencore intends to build upon its position a s one of the worlds largest physical commodity suppliers and track record of exte nding product and geographical range by continuing to target market share increa ses and expansion in emerging markets. Capitalise on strategic investments in in dustrial assets Glencores strategic investments in industrial assets are an impor tant component of its physical sourcing strategy for its marketing activities.

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