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Conversion of US$600 Million 3.95% Guaranteed Convertible Bonds Due 2010
Zug, 4 April 2007
Xstrata plc announces that Law Debenture Trustees Limited (the “Trustee”) has, on 3 April 2007, elected by notice in writing to convert US$110,000 of the 3.95 per cent. Guaranteed Convertible Bonds due 2010 (the “Bonds”) into Preference Shares on 16 April 2007. This represents the aggregate principal amount of Bonds outstanding as at the close of business on 2 April 2007.
The terms and conditions of the Bonds permit the Trustee to elect to convert such Bonds if it is advised that the net proceeds would be likely to exceed by 5 per cent. or more the aggregate amount of principal and interest which would otherwise be payable on 16 April 2007.
The Issuer has today issued a notice to Bondholders informing them of the Trustee’s election. This notice, 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.
4 April 2007
XSTRATA CAPITAL CORPORATION A.V.V.
U.S.$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 Law Debenture Trustees Limited (the “Trustee”) has, on 3 April 2007, elected by notice in writing to the Issuer in accordance with Condition 7(c) of the Terms and Conditions of the Bonds (the “Conditions”) to convert the aggregate principal amount of Bonds due for redemption on 16 April 2007 and in respect of which Conversion Rights have not been exercised (“Unexercised Bonds”) into Preference Shares on 16 April 2007 (the “Conversion Date”). No interest shall accrue from (and including) 15 February 2007 (being the Interest Payment Date immediately preceding the Conversion Date) in respect of such Unexercised Bonds.
The aggregate principal amount of Unexercised Bonds as at the close of business on 2 April 2007 (being the last day on which Bondholders could exercise Conversion Rights in respect of such Unexercised Bonds) was U.S.$110,000.
All of the Ordinary Shares issued on such conversion and exchange shall be sold by, or on behalf of, the Trustee as soon as practicable, and (subject to any necessary consents being obtained and to the deduction by the Trustee of any amount which it determines to be payable in respect of its liability to taxation and the payment of any capital, stamp, issue or registration duties (if any) and any costs incurred by the Trustee in connection with the allotment and sale thereof and the exercise of its election under Condition 7(c)) the net proceeds of sale shall be converted into U.S. dollars in such manner and at such time and at such rates as the Trustee shall consider appropriate and shall be held by the Trustee and distributed rateably to the holders of such Unexercised Bonds in accordance with Condition 9 and the Trust Deed. The amount of such net proceeds of sale payable to a holder of Unexercised Bonds pursuant to Condition 7(c) shall be treated for all purposes as the full amount due from the Issuer in respect of the Unexercised Bonds.
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
Citibank, N.A.
Citibank London
Citigroup Centre
Canary Wharf
London E14 5LB
United Kingdom
Agent Registrar and Paying, Transfer, Conversion and Exchange Agent
Citibank, AG & Co. KgaA
Reuterweg
60323
Frankfurt am Main
Germany
End