First Reserve launches an accelerated bookbuilding for USD 800 million Glencore Guaranteed Convertible Bonds due 2014 and a concurrent purchase of Glencore shares
Greenwich, CT, Houston, TX, Hong Kong and London, September 7, 2011 — First Reserve Corporation (“First Reserve”) is launching an accelerated bookbuilding for the sale of its entire USD 800 million holding in the 5 % Guaranteed Convertible Bonds due 2014 (the “Bonds”) issued by Glencore Finance (Europe) S.A. and guaranteed by each of Glencore International AG and Glencore AG (the “Bond Offering”). First Reserve intends to use the net proceeds of the Bond Offering to acquire ordinary shares of Glencore International plc (the “Shares”), in part from potential investors in the Bond Offering.
The Bonds will be priced versus a reference price per Glencore ordinary share of USD 6.78 (equivalent to GBP 4.25) and First Reserve may purchase Shares from investors as part of the Bond Offering or otherwise at the same reference price. The final terms of the Bond Offering are expected to be announced tomorrow in a separate press release. Settlement of the Bonds and the Shares are expected to occur on or around 13 September 2011.
Credit Suisse and Morgan Stanley are acting as Joint Lead Managers and Joint Bookrunners for the Bond Offering.
About First Reserve Corporation
First Reserve is a leading private investment firm in the energy and natural resource industries, making both private equity and infrastructure investments throughout the energy value chain. For 28 years, it has invested solely in the global energy industry, and has developed a preeminent franchise, utilizing its broad base of specialized energy industry knowledge as a competitive advantage. The firm is currently investing its most recent private equity fund, which closed in 2009 at approximately US $9 billion and its most recent infrastructure fund which closed in 2011 at approximately US $1.2 billion. First Reserve invests strategically across a wide range of energy industry sectors, developing a portfolio that is diversified across the energy value chain, backing talented management teams and building value by building companies. Further information is available at www.firstreserve.com.
THIS PRESS RELEASE IS NOT FOR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES. THIS PRESS RELEASE DOES NOT CONSTITUTE OR FORM A PART OF ANY OFFER OR SOLICITATION TO PURCHASE OR SUBSCRIBE FOR BONDS OR SHARES IN THE UNITED STATES. THE BONDS AND SHARES MENTIONED HEREIN HAVE NOT BEEN, AND WILL NOT BE, REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THE BONDS AND SHARES ARE NOT BEING OFFERED OR SOLD IN THE UNITED STATES OR TO U.S. PERSONS.
this press release is not for publication or distribution in Canada, jAPAN, Australia OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION and does not constitute an offer of securities for sale in Canada, JAPAN, Australia OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION.
this press release, THE BOND OFFERING and any share purchases TO WHICH IT RELATES are directed only (a) IN MEMBER STATES OF the EUROPEAN ECONOMIC AREA (OTHER THAN THE UNITED KINGDOM) AT PERSONS WHO ARE “QUALIFIED INVESTORS” WITHIN THE MEANING OF ARTICLE 2(1)(E) OF DIRECTIVE 2003/71/ec (TOGETHER WITH ANY APPLICABLE IMPLEMENTING MEASURES IN ANY MEMBER STATE, the “PROSPECTUS DIRECTIVE”) AND (B) IN THE UNITED KINGDOM at (i) INVESTMENT PROFESSIONALS within THE MEANING OF Article 19(5) of The Financial Services And Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) and (ii) PERSONS falling within Article 49(2) of The Order and (iii) persons to whom it would otherwise be lawful to distribute it (all such persons together being referred to as “Relevant Persons”). ANY INVITATION, OFFER OR AGREEMENT TO SELL THE BONDS or purchase any shares WILL BE ENGAGED IN ONLY (A) IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA (OTHER THAN the UNITED KINGDOM) WITH QUALIFIED INVESTORS AND (B) IN THE UNITED KINDOM WITH RELEVANT PERSONS.
Credit Suisse Securities (Europe) Limited (“Credit Suisse”) and Morgan Stanley & Co. International plc (“Morgan Stanley”) are acting exclusively for First Reserve in connection with the transaction mentioned in this announcement and no one else in connection with the transaction and will not regard any other person as a client in relation to the transaction and will not be responsible to anyone other than First Reserve for providing the protections afforded to their respective clients, nor for giving advice in relation to the transaction.
In connection with the offering of the Bonds, each of Credit Suisse and Morgan Stanley and any of their respective affiliates acting as an investor for their own account may take up Bonds or the Shares and in that capacity may retain, purchase or sell for their own account such securities and any securities of the Company or any related investments and may offer or sell such securities or other investments otherwise than in connection with the offering of the Bonds. Each of Credit Suisse and Morgan Stanley do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.