GLENCORE CAPITAL MANAGEMENT PROGRAMME ("THE ARRANGEMENT")

Zug, 29 May 2003

As disclosed in the circular dated 7 April 2003 issued by Xstrata (the "Company"), relating to the proposed acquisition of M.I.M. Holdings Limited (the "Acquisition"), and the rights issue of stock units ("Stock Units") in the Company, Glencore International AG ("Glencore"), which currently holds 40% of the Company's issued Ordinary Shares, previously advised the Company that it was considering the implementation of a capital management programme.

Glencore has informed the Company that the Arrangement has now been implemented with Credit Suisse First Boston ("CSFB"). Under the Arrangement, CSFB has purchased Glencore's rights to subscribe for the Stock Units, and has committed to subscribe for those Stock Units. Accordingly, upon conversion of the Stock Units, CSFB will own 24% of the issued ordinary share capital of the Company pursuant to the Arrangement. Glencore has no voting rights in respect of those Ordinary Shares but retains full voting rights in relation to the balance of its holding. Glencore will, however, retain full economic exposure to 40% of the Company's issued Ordinary Shares including the shares acquired by CSFB pursuant to the Arrangement. CSFB has paid an amount for each right to subscribe which is equal to the closing market price of the Company's shares on 28 May 2003, less the Issue Price under the Rights Issue. If the Acquisition does not proceed the aggregate amount paid by CSFB to Glencore for these rights will be repaid by Glencore.

Unless terminated earlier by mutual consent or upon the occurrence of certain events of default or termination events, the Arrangement will terminate on 2 December 2004 (but may be extended until 2 December 2006). As security for its obligations under the Arrangement, Glencore has pledged 90,000,000 Ordinary Shares ("Pledged Shares"). The number of Pledged Shares will not exceed this number but may vary over the term of the Arrangement. Glencore retains control of the voting rights attached to the Pledged Shares, unless and until an event of default or termination event occurs under the Arrangements. CSFB is therefore interested (for the purposes of section 208(5) of the Companies Act 1985 (the "Act")) in the Pledged Shares. By virtue of section 204 of the Act, Glencore and CSFB will, upon conversion of the Stock Units, both have a notifiable interest in the 40% of the Ordinary Shares (or a higher percentage, depending on the level of other shareholdings of CSFB aggregated for these purposes).

In addition to the 6 month lock up given by Glencore over the whole of the balance of its holding, CSFB will be subject to the same lock up on any rights to subscribe for Stock Units, the Stock Units and the Ordinary Shares acquired pursuant to the Arrangement until at least 2 December 2003, subject to certain exceptions. Such exceptions include events of default in relation to Glencore and events which terminate the Arrangement, in whole or in part, including illegality or breach of anti-trust or other regulatory restrictions on ownership of the Ordinary Shares by CSFB or otherwise with the consent of the Underwriters. Glencore has also agreed with CSFB to certain restrictions in order to ensure an orderly market in the Ordinary Shares near the time of the termination of the Arrangement.

The Board of Directors of Xstrata ("Board") has consented, for the purposes of the shareholding restrictions in the Company's articles of association, to:

  • CSFB acquiring Ordinary Shares pursuant to the Arrangement;

  • disregard CSFB's interest in the Pledged Shares for the purposes of CSFB's usual share dealing and other activities;

  • any other acquisition of the Company's Ordinary Shares by either Glencore or CSFB outside the Arrangement not being treated as a breach by the non-acquiring party of such restrictions by reason of the Arrangement; and

  • Glencore's acquisition of Ordinary Shares on termination of, or otherwise in connection with, the Arrangement (should Glencore and CSFB so agree).

Glencore otherwise remains bound by the restrictions in the Company's articles of association.

ends

Xstrata contacts:

Trevor Reid
Telephone: +44 20 7968 2800
Mobile: + 44 7767 437 996

Benny Levene
Telephone: + 41 41 726 6058
Mobile: + 41 79 3478 056

Michael Oke
Prospero Financial
Telephone: +44 20 7898 9394
Mobile: +44 7778 469630

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