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Glencore IPO Prospectus

Glencore IPO Prospectus

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Published by humenmh

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Published by: humenmh on May 04, 2011
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN ORINTO, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES ANDPOSSESSIONS, ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA).
 IMPORTANT
: You are advised to read this disclaimer carefully before reading, accessing or making any other use of theattached document. In accessing the attached document, you agree to be bound by the following terms and conditions,including any modifications to them from time to time, each time you receive any information from us as a result of suchaccess. You acknowledge that the delivery of the attached document is confidential and intended for you only and youagree you will not forward, reproduce or publish the attached document to any other person.The attached document comprises a Prospectus and has been prepared in accordance with the Prospectus Rules of theFinancial Services Authority (the "FSA") made under Section 73A of the Financial Services and Markets Act 2000 (the"FSMA") and has been prepared solely in connection with the proposed offer to certain institutional and professionalinvestors (the "Global Offer") of the ordinary shares (the "Shares") of Glencore International plc (the "Company") by theCompany. Application has been made in connection with the admission of the Shares to the premium listing segment of the Official List of the FSA, and to trading on London Stock Exchange plc’s main market for listed securities, (together"UK Admission") is expected to be published in due course. Application has also been made to the Listing Committee of the Stock Exchange of Hong Kong Limited (the "Hong Kong Stock Exchange") for listing of, and permission to deal in,all of the Shares on the Main Board of the Hong Kong Stock Exchange ("HK Admission" and together with UKAdmission, "Admission").The distribution of the attached document and the offering and sale of the Shares in certain jurisdictions may be restrictedby law and therefore persons into whose receipt or possession the attached document comes should inform themselvesabout and observe any such restrictions. Any failure to comply with these restrictions could result in a violation of thelaws of such jurisdictions. In particular, the attached document is not for distribution in or into Australia, Canada, Japan,People’s Republic of China (excluding Hong Kong) Hong Kong, Republic of South Africa or the United States, save fordistribution: in Australia, to persons to whom the offer of securities may be made without a disclosure document inaccordance with Part 6 D.2 of the Corporations Act 2001 (Cth); in Canada and Japan, pursuant to relevant privateplacement exemptions; in Hong Kong, to "professional investors" as defined in the Securities and Futures Ordinance(Chapter 571 of the Laws of Hong Kong); and, in the United States as described immediately below.THIS ELECTRONIC TRANSMISSION AND THE ATTACHED DOCUMENT MAY ONLY BE DISTRIBUTED TOPERSONS WHO ARE NOT U.S. PERSONS OUTSIDE THE UNITED STATES OR IN OR INTO THE UNITEDSTATES TO A PERSON WHO IS BOTH A QUALIFIED INSTITUTIONAL BUYER ("QIB") AS DEFINED IN RULE144A UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") AND AQUALIFIED PURCHASER ("QP") AS DEFINED IN SECTION 2(a)(51) OF THE U.S. INVESTMENT COMPANYACT OF 1940, AS AMENDED (THE "INVESTMENT COMPANY ACT"). ANY FORWARDING, DISTRIBUTIONOR REPRODUCTION OF THIS ELECTRONIC TRANSMISSION OR THE ATTACHED DOCUMENT IN WHOLEOR IN PART IS UNAUTHORISED. FAILURE TO COMPLY WITH THIS NOTICE MAY RESULT IN AVIOLATION OF THE SECURITIES ACT OR THE APPLICABLE LAWS OF OTHER JURISDICTIONS. NOTHINGIN THIS ELECTRONIC TRANSMISSION OR THE ATTACHED DOCUMENT CONSTITUTES AN OFFER OFSECURITIES FOR SALE IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.THE SHARES HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OR WITHANY SECURITIES REGULATORY AUTHORITY OF ANY STATE OR OTHER JURISDICTION OF THE UNITEDSTATES AND MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT (1) TO APERSON WHOM THE SELLER AND ANY PERSON ACTING ON ITS BEHALF REASONABLY BELIEVES ISBOTH A QIB WITHIN THE MEANING OF RULE 144A UNDER THE SECURITIES ACT AND A QP UNDER THEINVESTMENT COMPANY ACT PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QIBAND QP IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, OR (2) TO PERSONS WHOARE NOT U.S. PERSONS IN AN OFFSHORE TRANSACTION COMPLYING WITH RULE 903 OR RULE 904 OFREGULATION S UNDER THE SECURITIES ACT AND, IN EACH CASE, IN ACCORDANCE WITH ALLAPPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES.The attached document and the Global Offer are only addressed to and directed at persons in member states of theEuropean Economic Area ("Member States") who are "qualified investors" within the meaning of Article 2(1)(e) of 
 
 
European Union Directive 2003/71/EC (the "Prospectus Directive"), and related implementation measures in MemberStates ("Qualified Investors"). In addition, in the United Kingdom, this the attached document is being distributed only to,and is directed only at, Qualified Investors (i) who have professional experience in matters relating to investments fallingwithin Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the"Order"), and/or (ii) who are high net worth entities falling within Article 49(2)(a) to (d) of the Order, and other persons towhom it may otherwise lawfully be communicated (all such persons together being referred to as "relevant persons"). Theattached document must not be acted on or relied on (a) in the United Kingdom, by persons who are not relevant persons,and (b) in any Member State other than the United Kingdom, by persons who are not Qualified Investors. Any investmentor 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 suchpersons.The attached document is not for release, distribution, issue or publication in Hong Kong or directed at investors or thepublic in Hong Kong and does not constitute an offer of, or the solicitation of an offer to subscribe for or buy any Shares,to/from the public in Hong Kong. Any members of the public in Hong Kong who wish to invest in the Company shouldmake their investment decision solely on the basis of the information contained in a separate prospectus to be issued bythe Company in Hong Kong on or about 13 May 2011 in connection with the Hong Kong Offer that is authorised by theHong Kong Stock Exchange for registration by the Registrar of Companies in Hong Kong. The attached document has notbeen registered as a prospectus in Hong Kong and may not be distributed either directly or indirectly to the public or anymember of the public in Hong Kong. The attached document is not a "web proof information pack" for the purposes of Hong Kong securities law and regulation.
Confirmation of Your Representation
: By reading the attached document you will be deemed to have represented tothe Company, the Selling Shareholder and each of ABN AMRO Bank N.V., Banco Santander, S.A., Barclays Bank PLC,Barclays Capital Asia Limited, BNP Paribas, BOCI Asia Limited, Citigroup Global Markets Limited, Citigroup GlobalMarkets U.K. Equity Limited, Citigroup Global Markets Asia Limited, Commerzbank Aktiengesellschaft, CoöperatieveCentrale Raiffeisen-Boerenleenbank B.A., Crédit Agricole Corporate and Investment Bank, Crédit Agricole CIB HongKong Branch, Credit Suisse Securities (Europe) Limited, Credit Suisse (Hong Kong) Limited, DBS Asia Capital Limited,HSBC Bank plc, The Hong Kong and Shanghai Banking Corporation Limited, ING Bank N.V., Liberum Capital Limited,Merrill Lynch International, Merrill Lynch Far East Limited, Mizuho International plc, Mizuho Securities Asia Limited,Morgan Stanley & Co.International plc, Morgan Stanley Securities Limited, Morgan Stanley Asia Limited, Natixis, TheRoyal Bank of Scotland N.V. (London Branch), The Royal Bank of Scotland N.V., Hong Kong Branch, Sberbank of Russia, Société Générale, Standard Chartered Securities (Hong Kong) Limited, UBS Limited and UBS AG, Hong KongBranch (together, the "Banks") that (i) if you are in the USA, you are a QIB and a QP acquiring such securities for yourown account or for the account of another QIB and QP or (ii) if you are outside the USA, you are acquiring such securitiesin offshore transactions as defined in, and in reliance on, Regulation S under the Securities Act and (a) if you are in theUK, you are a relevant person, and/or a relevant person who is acting on behalf of, relevant persons in the UnitedKingdom or Qualified Investors to the extent you are acting on behalf of persons or entities in the UK or the EEArespectively, (b) if you are in any member state of the European Economic Area other than the UK, you are a QualifiedInvestor and/or a Qualified Investor acting on behalf of, Qualified Investors or relevant persons, to the extent you areacting on behalf of persons or entities in the EEA or the UK; (c) if you are in Hong Kong, you are a "professionalinvestor" as defined in the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and (d) if you arein a jurisdiction outside the USA, UK, European Economic Area or Hong Kong, you are an investor that is, under theapplicable restrictions of the relevant jurisdiction, eligible to read the attached document.The Banks are acting exclusively for the Company and no one else in connection with the Global Offer. They will notregard any other person (whether or not a recipient of this document) as their client in relation to the Global Offer and willnot be responsible to anyone other than the Company for providing the protections afforded to customers of the Banks orfor giving advice in relation to the Global Offer or any transaction or arrangement referred to in the attached document.Apart from the responsibilities and liabilities, if any, which may be imposed on the Banks by the FSMA or the regulatoryregime established thereunder, each of the Banks accepts no responsibility or liability whatsoever for the contents of theattached document or for any other statement made or purported to be made in connection with the Company, theOrdinary Shares or the Global Offer. Each of the Banks accordingly disclaims all and any responsibility or liability
 
 
whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of theattached document or any such statement.This document does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offerto purchase or subscribe for, any Shares or any other securities, nor shall it (or any part of it), or the fact of its distribution,form the basis of, or be relied on in connection with, any contract therefore, to, from or with any person in any jurisdictionto whom or in which such offer or solicitation is unlawful and therefore persons into whose possession this documentcomes should inform themselves about and observe any such restrictions.This document is not for publication or distribution, directly or indirectly, in or into the United States (including itsterritories and possessions, any state of the United States and the District of Columbia), except as described above. TheOrdinary Shares (being ordinary shares of US$0.01 each in the share capital of the Company) described herein have notbeen and will not be registered under the US Securities Act of 1933, as amended (the "Securities Act"), or the laws of anystate, and may not be offered or sold within the United States, except pursuant to an exemption from, or in a transactionnot subject to, the registration requirements of the Securities Act and applicable state laws. The distribution of thisdocument may be restricted by law in certain jurisdictions and persons into whose possession any document or otherinformation referred to herein comes should inform themselves about and observe any such restriction. Any failure tocomply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.