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Redemption of outstanding US$600 million 3.95% guaranteed convertible bonds due 2010
Zug, 15 March 2007
Xstrata plc (“Xstrata”) announces that its subsidiary, Xstrata Capital Corporation A.V.V. (the “Issuer”), is today exercising its right to call for the redemption of all of its outstanding US$600,000,000 3.95 per cent. Guaranteed Convertible Bonds due 2010 (the “Bonds”).
The terms and conditions of the Bonds permit the Issuer to redeem all of the Bonds at their principal amount plus accrued and unpaid interest up to and including the date fixed for redemption, following the satisfaction of certain conditions. One of the conditions is that Conversion Rights (as defined in the terms and conditions of the Bonds) have been exercised in respect of 85% or more in principal amount of the Bonds originally issued. As the aggregate principal amount of the Bonds outstanding at the close of business on 14 March 2007 was US$14,730,000 (representing 2.455% of the principal amount of the Bonds originally issued), this condition has been satisfied and the Issuer has today issued a notice to Bondholders informing them that it wishes to exercise its right to redeem any and all outstanding Bonds.
The date fixed for redemption by the Issuer is 16 April 2007. The last day on which Conversion Rights may be exercised by Bondholders is 2 April 2007.
The Notice of Redemption, as delivered to Euroclear Bank S.A./N.V., as operator of the Euroclear system and Clearstream Banking, société anonyme for communication by them to the accountholders for whose benefit the Bonds are held, is set out in full below.
Xstrata contacts
Claire Divver
Telephone +44 20 7968 2871
Mobile +44 7785 964 340
Email cdivver@xstrata.com
GUARANTEED CONVERTIBLE BONDS
NOTICE TO HOLDERS
Xstrata Capital Corporation A.V.V.
15 March 2007
XSTRATA CAPITAL CORPORATION A.V.V.
US$600,000,000 3.95 PER CENT. GUARANTEED CONVERTIBLE BONDS DUE 2010 (THE “BONDS”) GUARANTEED BY XSTRATA PLC AND CONVERTIBLE INTO 3.95 PER CENT. EXCHANGEABLE REDEEMABLE PREFERENCE SHARES OF XSTRATA CAPITAL CORPORATION A.V.V. WHICH ARE GUARANTEED BY, AND WILL BE EXCHANGEABLE IMMEDIATELY UPON ISSUANCE FOR, ORDINARY SHARES IN XSTRATA PLC
NOTICE IS HEREBY GIVEN by Xstrata Capital Corporation A.V.V. (the “Issuer”) that, in accordance with Condition 8(b)(ii) of the Terms and Conditions of the Bonds (the “Conditions”), any and all Bonds outstanding on 16 April 2007 (the “Redemption Date”) will be redeemed by the Issuer for cash on the Redemption Date at 100% of their principal amount together with accrued but unpaid interest from the last Interest Payment Date to the Redemption Date. This interest will amount to US$6.58 per US$1,000 in principal amount of Bonds.
The Exchange Price at the close of business on 14 March 2007, being the latest practicable date prior to the publication of this notice, was 544 pence per Ordinary Share converted into US dollars at the fixed exchange rate of US$1.6077=£1.00.
The closing price quoted for the Ordinary Shares as derived from the Daily Official List of the London Stock Exchange at the close of business on 14 March 2007, being the latest practicable date prior to the publication of this notice, was £23.01.
The aggregate principal amount of the Bonds outstanding at the close of business on 14 March 2007, being the latest practicable date prior to the publication of this notice, was US$14,730,000.
The last day on which Conversion Rights may be exercised by Bondholders is 2 April 2007. Bondholders who wish to exercise their Conversion Rights should deliver the relevant Bond to the Registrar or any Paying, Transfer, Conversion and Exchange Agent during normal business hours accompanied by a completed and signed Conversion Notice.
Defined Terms
All words and terms that are capitalised herein shall have the same meaning as set out in the Terms and Conditions of the Bonds.
Trustee
Law Debenture Trustees Limited
Fifth Floor, 100 Wood Street
London EC2V 7EX
United Kingdom
Principal Paying, Transfer, Conversion and Exchange Agent
Citibank, N.A.
Citibank London
Citigroup Centre
Canary Wharf
London E14 5LB
United Kingdom
Registrar and Paying, Transfer, Conversion and Exchange Agent
Citibank, AG & Co. KgaA
Reuterweg
60323
Frankfurt am Main
Germany
Ends