This press release is issued pursuant to National Instrument 62-104 ? Take-Over Bids and Issuer Bids and National Instrument 62-103 ? The Early Warning System and Related Take-Over Bid and Insider Reporting Issues
NEW YORK, Dec. 6, 2023 /CNW/ - Glencore Ltd. (the "Company" or "Glencore") today provided an update with respect to its investment in an unsecured convertible note (the "Convertible Note") in an aggregate principal amount of USD$225,357,585 (the "Principal Amount") issued by Li-Cycle Holdings Corp. (the "Issuer"). Glencore could become beneficial holder of more than 10% of the issued and outstanding common shares of the Issuer ("Common Shares") upon conversion of the Convertible Note.
If Glencore elects to convert the entire Principal Amount, Glencore would hold 22,649,003 Common Shares, being approximately 11.27% of the outstanding Common Shares on a partially-diluted basis. Glencore does not beneficially own or exercise control or direction over any Common Shares or any other securities convertible into Common Shares.
On November 13, 2023, the Issuer issued a press release which, among other things, announced that the Issuer is evaluating financial and strategic alternatives. Glencore plc, Glencore International AG and Glencore Ltd. (together, the "Reporting Persons") are in discussions with members of the Issuer's management and board of directors, other stakeholders, and other persons regarding matters relating to the business, affairs and operations of the Issuer and/or its subsidiaries, including discussing various potential financial and strategic alternatives regarding the Issuer and its subsidiaries. As a result of these discussions, one or more of the Reporting Persons may suggest or take a position with respect to potential changes in capital structure of the Issuer (including potential changes to the terms of the Convertible Notes) or potential corporate transactions involving the Issuer and/or its subsidiaries, the operations, management, or board structure (including board composition) of the Issuer. In the course of these discussions, the Reporting Persons could consider, propose or suggest actions that could result in, among other things, any one or more of the actions affecting the Issuer as identified in Glencore's early warning report.
Each Reporting Person reserves the right to change its plans and intentions, at any time, as it deems appropriate. The foregoing are subject to the terms of the agreement under which the Convertible Notes were initially purchased, the Convertible Notes, the Standstill Agreement (defined below), and the registration rights agreement entered into in connection with the purchase of the Convertible Notes.
The Issuer, Glencore and Glencore plc ("Glencore Parent") are subject to an amended and restated standstill agreement dated May 31, 2022 (the "Standstill Agreement"), which restricts Glencore, the Glencore Parent and their affiliates from taking certain actions, including acquiring voting securities of the Issuer in excess of 5.0% of the then outstanding voting securities of the Issuer, until the five years from the date of the Standstill Agreement (the "Standstill Period"). However, the Standstill Agreement does not restrict Glencore's ability to convert the Convertible Note.
Glencore is a wholly-owned indirect subsidiary of Glencore Parent, a globally diversified natural resource producer and commodities trading company.
An early warning report prepared pursuant to the requirements of National Instrument 62-103 - The Early Warning System and Related Take-Over Bid and Insider Reporting Issues by Glencore has been filed on SEDAR+ at www.sedarplus.com under the Issuer's profile. To obtain more information or to obtain a copy of the early warning report to be filed in respect of this news release, please contact Glencore at the contact details noted below.
Notes for Editors
Glencore is one of the world's largest global diversified natural resource companies and a major producer and marketer of more than 60 commodities that advance everyday life. Through a network of assets, customers and suppliers that spans the globe, we produce, process, recycle, source, market and distribute the commodities that support decarbonisation while meeting the energy needs of today.
With around 140,000 employees and contractors and a strong footprint in over 35 countries in both established and emerging regions for natural resources, our marketing and industrial activities are supported by a global network of more than 40 offices.
Glencore's customers are industrial consumers, such as those in the automotive, steel, power generation, battery manufacturing and oil sectors. We also provide financing, logistics and other services to producers and consumers of commodities.
Glencore is proud to be a member of the Voluntary Principles on Security and Human Rights and the International Council on Mining and Metals. We are an active participant in the Extractive Industries Transparency Initiative.
We recognise our responsibility to contribute to the global effort to achieve the goals of the Paris Agreement by decarbonising our own operational footprint. We believe that we should take a holistic approach and have considered our commitment through the lens of our global industrial emissions. Against a 2019 baseline, we are committed to reducing our Scope 1, 2 and 3 industrial emissions by 15% by the end of 2026, 50% by the end of 2035 and we have an ambition to achieve net zero industrial emissions by the end of 2050. For more detail see our 2022 Climate Report on the publication page of our website at glencore.com/publications.
The Company's head office is located at 330 Madison Ave, New York, NY. 10017
SOURCE Glencore Ltd.
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