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Glencore plc

Type	Public limited company
Traded as	LSE: GLEN JSE: GLN (from 13 November 2013) FTSE 100 Component
Industry	Commodities Metals and Mining
Founded	1974; 44 years ago (1974) (As Marc Rich + Co AG)
Founder	Marc Rich
Headquarters	Baar, Switzerland (Headquarters) London, United Kingdom (Head office – Oil & Gas) Rotterdam, Netherlands (Head office – Agricultural products) Saint Helier, Jersey (Registered office)
Area served	Worldwide
Key people	Tony Hayward (Chairman) Ivan Glasenberg (CEO)
Products	Metals and minerals, energy products, agricultural products
Revenue	US$ 205.476 billion (2017)[1]
Operating income	US$ 8.372 billion (2017)[1]
Net income	US$ 5.162 billion (2017)[1]
Number of employees	145,977 (2017)[1]
Website	www.glencore.com

Glencore plc is an Anglo–Swiss multinational commodity trading and mining company with headquarters in Baar, Switzerland, and a registered office in Saint Helier, Jersey. The current company was created through a merger of Glencore with Xstrata on 2 May 2013.^[2] As of 2015^[update], it ranked tenth in the Fortune Global 500 list of the world's largest companies.^[3]

As Glencore International, the company was already one of the world's leading integrated producers and marketers of commodities. It was the largest company in Switzerland and the world's largest commodities trading company, with a 2010 global market share of 60% in internationally tradable zinc, 50% in internationally tradable copper, 9% in the internationally tradable grain market and 3% in the internationally tradable oil market.^[4][5][6]

Glencore had a number of production facilities all around the world and supplied metals, minerals, crude oil, oil products, coal, natural gas and agricultural products to international customers in the automotive, power generation, steel production and food processing industries.^[5] The company was formed in 1994 by a management buyout of Marc Rich + Co AG (itself founded in 1974).^[5] It was listed on the London Stock Exchange in May 2011 and was a constituent of the FTSE 100 Index.^[7][8] It had a secondary listing on the Hong Kong Stock Exchange, but it has withdrawn from January 2018.^[9] Glencore's shares started trading on the Johannesburg Stock Exchange in November 2013.^[10] The Qatar Investment Authority is its biggest shareholder.^[11]

History

1974–1994: Formation and sale

An Australian ABC (public radio) report said, "Glencore's history reads like a spy novel".^[12] The company was founded as Marc Rich & Co. AG in 1974 by billionaire commodity trader Marc Rich. Rich was charged in the US with tax evasion and illegal business dealings with Iran, but pardoned by President Bill Clinton in 2001.^[13]

In 1993, commodity trading and marketing company Trafigura was split off from Marc Rich's group of companies.^[14] As physical commodities traders like Trafigura, Glencore's main rivals in 2011 were identified as Vitol and Cargill,^[15] amongst others.^[16] In 1993 and 1994, after failing to take control of the zinc market and losing $172 million, Glencore's founder Marc Rich was forced^[13][15] to sell his 51 percent majority share in his own company, Marc Rich & Company AG, to Glencore International, the commodities trading and industrial company.^[17]

2015: Recent finances

Due to weak global prices for the assets Glencore owned, particularly coal and copper producers, and for the commodities in which Glencore traded, the company showed a net operating loss of $676 million for the first half of 2015. As of September 2015 the value of its stock had fallen significantly.^[18] Concerns financial analysts cited to explain the falling stock price included a weak global commodity market and Glencore's high level of debt,^[19] $30 billion. The company was reducing debt by selling off stock and assets.^[18]

2005–2011: Glencore, Dan Gertler and the Congo

In 2005, proceeds from an oil sale to Glencore were seized as fraudulent gains as part of an investigation into corruption in the Democratic Republic of Congo (Allen-Mills 17 June 2008).^[20]

In the course of the Congo events, Nikanor was merged into Katanga in late 2007 in a transaction valued at US$3.3 billion.^[21]

In 2011 Reuters called Glencore as "the biggest company you never heard of," and described how Glencore and Dan Gertler partnered in Nikanor from 2007 until it merged with Katanga Mining. Reuters called the Nikanor acquisition an example of Glencore's opportunistic, contrarian, well-funded investment approach—focusing on equity participation, controlling interest, and working upstream from trading relationships.^[15][22]

The acquisition was the culmination of 18 months of deal-making in Congo... [including fighting off a counterbid by] former England cricketer Phil Edmonds. ... [Starting i]n June 2007, Glencore and partner Dan Gertler, an Israeli mining magnate, paid GB£300 million for a quarter-stake in mining company Nikanor, which was seeking to revive derelict copper mines next to Katanga Mining's properties. That deal gave Glencore exclusive rights to sell all Nikanor's output – an "offtake" agreement.... [Then, on Christmas Eve 2008, ... [having] lost 97 percent of its market value over the previous six months ... in the depths of the global financial crisis and ... running out of cash, Katanga accepted a deal for about US$500 million in a convertible loan and rights issue. Katanga agreed to issue more than a billion new shares and hand what would become 74% to Glencore. ... [By early 2011], with copper prices regularly setting records above US$10,000 a ton, Katanga's stock market value [had reached] nearly US$3.2 billion.... After a US$108 million loss in 2009, after acquisition it posted a 2010 annual profit of US$265 million.

In May 2011 the company launched an IPO valuing the business at US$61 billion^[23] and creating five new billionaires.^[24] Trading was limited to institutional investors for the first week and private investors were not allowed to buy shares until 24 May 2011.^[25]

In early 2011, Reuters reports included speculation from Liberum's Rawlinson that, after an Initial Public Offering (IPO), Glencore could develop an interest in London/Kazakh-based Eurasian Natural Resources Corporation.^[15] Glencore said that, contrary to recent reports, it was not interested in bidding for the under-fire group.^[26]

Associations with other mining companies

Along with several other major coal producers, Glencore is also a large shareholder in globalCOAL, the online physical coal trading platform. The board of globalCOAL contains a number of power utility shareholders. Relationships also exist with Century Aluminum Co. (CENX; 44% economic ownership interest)^[27]) in the US; Glencore partial subsidiary Minara Resources Ltd (AU:MRE), a 70.5% stake in one of Australia's top three nickel producers^[27]);^[28] and 8.8% in United Company Rusal (HK:486), the Russian aluminium giant that went public in 2010.^[27]

In mid-2011, Century was called "one of the most harrowing stocks of the past few years" but identified as a risky but potentially profitable investment for the future.^[29]

2011–2012: Initial public offering

Glencore was the subject of an initial public offering (IPO) in May 2011 in a dual listing in London and Hong Kong valued at about $US60 billion. The 1,637-page document revealed invaluable information about this private company that has remained discreet for thirty-seven years. Ivan Glasenberg's shareholding was diluted from 18.1% before the IPO percent to 15.8% afterwards. Daniel Mate and Telis Mistakidis, zinc, copper and lead co-directors were diluted from 6.9% to 6%. Glencore went public to raise gross proceeds of around $10 billion. According to Reuters, Glencore is known for its "opportunistic but lucrative acquisition strategy."^[30]

In May 2011, United Arab Emirates state-owned Aabar Investments confirmed an investment of $850 million in Glencore International plc as a cornerstone investor with an intention to invest an additional $150 million in the Global Offer. The investment made Aabar the largest cornerstone investor in the initial public offering (IPO) and the largest new shareholder of Glencore after its IPO, giving Aabar a 1.4% stake. The two firms intend to explore areas of co-operation.^[31][32]

In November 2012 Abu Dhabi's Aabar Investments, a unit of Abu Dhabi's state-owned United Arab Emirates International Petroleum Investment Company, wrote off more than $392-million of its $1-billion investment into Glencore's IPO less than two years after investing it. Aabar Investments was the largest new shareholder in Glencore.^[33]

2012–2013: Merger with Xstrata

Prior to its merger with Xstrata, Glencore is reported to have served as a marketing partner for the company.^[34][35] As of 2006, Glencore leaders Willy Strothotte [de] and Ivan Glasenberg were on the board of Xstrata, which Strothotte chaired. According to The Sunday Times, by 2006, Glencore controlled 40% of Xstrata stock and appointed Xstrata CEO, Mick Davis.^[34][36] In February 2012, Glencore International Plc, agreed to buy Xstrata Plc for GB£39.1 billion (US$62 billion) in shares. Glencore offered 2.8 new shares for each Xstrata share in agreed all-share "merger of equal". It is the biggest mining takeover ever, and after approval would create an entity with 2012 sales of US$209 billion.^[37] In June 2012, Glencore and Xstrata began to reconsider the proposed retention package for their merger, following shareholder opposition to a huge payout for executives. In total, 73 key executives stood to receive over GBP 170 million under the initial retention package.^[38]

In October 2012, BBC News reported that Glencore had more ships than the British Royal Navy. Glencore's operations in 40 countries handled 3% of the world's oil consumption. Xstrata's operations in more than 20 countries employed 70,000 people. According to mining analyst John Meyer, if the two companies merged into Glencore Xstrata, they would be the 4th largest commodities trader in the world.^[39]

Just before completing its forced April 2013 takeover of mining rival Xstrata as it awaited Chinese regulatory approval for its long-planned merger, the world's largest diversified commodities trader, the annual income of Glencore fell 25% percent, as its trading division offset the impact of weak commodity prices. Including the impact of an impairment related to a reclassification of its holding in Russian aluminium producer RUSAL, net income fell 75%.^[40] On 2 May 2013, it completed the merger with Xstrata.^[2] On 20 May 2014, Glencore Xstrata changed its name to Glencore plc.^[41] After the merger with Glencore, Xstrata CFO Trevor Reid announced that he would no longer work as employee but would become a consultant. After 11 years of involvement, this marked a massive shift in the company's strategy and Xstrata was entering a post-Reid era.^[42]

2011: Financial and accounting manipulations

In 2011 five non-government organisations filed a complaint to the OECD against a subsidiary of Glencore over allegations that a mine it owns in Zambia may not be paying enough tax on its profits. The cause for the complaint lay in the financial and accounting manipulations performed by the two companies' subsidiary, Mopani Copper Mines Plc (MCM), to evade taxation in Zambia.^[43][44] A draft Grant Thornton report alleged that tax avoidance by Glencore in Zambia cost the Zambian Government hundreds of millions of dollars in lost revenue. The avoidance was alleged to have been facilitated through mechanisms such as transfer pricing and inflated costs at Glencore's Mopani Copper Mine. The Mopani mines are controlled through the British Virgin Islands, a recognised tax haven.^[45] Glencore and its own auditor, Deloitte, rejected these allegations.^[46][47][48]

On 3 July 2018 Glencore shares plunged when it was revealed that the US Department of Justice had issued a subpoena for the company to produce documents over possible corruption and money laundering.^[49][50]

2005: Dealings with "rogue states"

ABC Radio reported in 2005 that Glencore "has been accused of illegal dealings with rogue states: apartheid South Africa, USSR, Iran, and Iraq under Saddam Hussein", and has a "history of busting UN embargoes to profit from corrupt or despotic regimes".^[12] Specifically, Glencore was reported to have been named by the CIA to have paid $3,222,780 in illegal kickbacks to obtain oil in the course of the UN oil-for-food programme for Iraq. The company denied these charges, according to the CIA report quoted by ABC.^[12][51]

Investments in Colombia

Swiss public television (TSR) reported in 2006 that allegations of corruption and severe human rights violations were being raised against Glencore due to the alleged conduct of its Colombian Cerrejón mining subsidiary. Local union president Francisco Ramirez accused Cerrejón of forced expropriations and evacuations of entire villages to enable mine expansion, in complicity with Colombian authorities. A representative of the local Wayuu Indians also accused Colombian paramilitary and military units, including those charged with Cerrejón mining security, of forcibly driving the Wayuu off their land in what she described as a "massacre".^[52]

A BBC investigation in 2012 uncovered sale documents showing the company had paid the associates of paramilitary killers in Colombia. In 2011, a Colombian court was told by former paramilitaries that they stole the land so they could sell it to Glencore's subsidiary Prodeco, to start an open-cast coal mine; the court accepted their evidence and concluded that coal was the motive for the massacre. Glencore disputed the court's ruling.^[53][54]

Glencore/Xtrata's "huge coal operation in Colombia, Prodeco, was fined a total of nearly $700,000 in 2009 for several environmental violations [running in earlier years], including waste disposal without a permit and producing coal without an environmental management plan."^[15]

Glencore/Xtrata's activities in Colombia under their subsidiary, Prodeco, was investigated by the Netherlands-based NGO, Pax for Peace. They found that, "From 1996 to 2006, residents of the Cesar mining region of Colombia, from which European power utilities source most of their coal, have suffered greatly from paramilitary violence ... Prodeco mining companies have supported the paramilitary forces with finance, equipment and information. The mining companies deny any involvement, but those victims of human rights violations who stand up for their rights, are still being threatened." The coal mined by Prodeco is termed "Blood Coal." Pax released a report and included the testimony of victims and the paramilitary that attacked the indigenous population.^[55]

Investments in Ecuador

"In Ecuador, the current government has tried to reduce the role played by middlemen such as Glencore with state oil company Petroecuador" due to questions about transparency and follow-through, according to Fernando Villavicencio, a Quito-based oil sector analyst.^[15]

Investments in Zambia

According to a Reuters article in 2011 "[O]fficials in Zambia believe pollution from Glencore's Mopani mine is causing acid rain and health problems in an area where 5 million people live."^[15] The upgrade of the Mopani Mines asset plant was completed in March 2014 eliminating the emissions of 97 per cent of sulphur dioxide emissions in line with the recommended international standards by the World Health Organisation (WHO).^[56]

Investments in Brazil

In June 2018 Glencore purchased a 78% stake in Ale Combustíve SA, a Brazilian fuel distribution company. Through Ale Glencore aimed to expand its fuel distribution network by forging agreements with unbranded gas stations.^[57]

Investments in the Democratic Republic of the Congo

The company's Luilu copper refinery uses acid to extract the copper. For three years after taking over the mine it continued to allow the waste acid to flow into a river. The chief executive, Ivan Glasenberg, was interviewed for Panorama by John Sweeney and said 'It was impossible to remedy any way faster'^[58] Glencore said the pollution started long before the company took over the refinery and that it has now ended.^[58] A reporter for The Guardian found children as young as ten underground at the Tilwezembe mine, which the company had said in a 2008 prospectus that it had closed due to falling copper prices. These have since rebounded. CEO Ivan Glasenberg said the company does not profit from child labor, and the child miners went with artisanal mining by nearby residents that Glencore was trying to prevent. But Panorama tracked a shipment of copper from the mine to Groupe Bazano plant and from that plant to a Glencore smelter in Zambia.^[59]

They have also been accused of acquiring illicit "conflict minerals"^[60] In a detailed letter sent to Global Witness, the company denied any wrongdoing.^[60]

Glencore acquired stakes in the Kansuki mine in Congo's southern Katanga Province in 2012. According to Global Witness, Congo's government transferred a 75 per cent stake in Kansuki mine in secret and at vastly undervalued prices in July 2010 to a company in which Dan Gertler, who is a close friend of President Joseph Kabila, has an interest. Just a month later, in August 2010, Glencore took half the shares of the company that acquired that 75 per cent stake, becoming the operator of the mine. Glencore is financing the entire development of the Kansuki mine, thereby carrying the costs for the other partner companies, which are associated with Mr Gertler.^[61] Glencore said at the time "During the period when these transactions took place, Glencore had decided in general not to increase its shareholdings in DRC projects."^[62]

Glencore acquired a 50 per cent share in SAMREF Congo SPRL in 2007, a Congolese-registered company holding 80% of the Mutanda Mine.^[63] According to Global Witness, SAMREF recommended on 1 March 2011 that Congo's state-run company Gécamines, holding the other 20% share in the Mutanda Mine, sell this share to an entity also associated with Dan Gertler and went on to question the links between Glencore and Dan Gertler.^[64] Glencore has been designated operator of the Mutanda Mine.^[61] Glencore has responded a number of times to Global Witness regarding these allegations.^[65]

In March 2018, it was reported that Glencore will sell one third (13,800 tonnes) of its cobalt output to China's battery recycler GEM. For 2019, 18,000 tonnes are planned to be sold and 21,000 tonnes in 2020. During the FT Commodities Global Summit in Lausanne, Switzerland, CEO Ivan Glasenberg stated "if cobalt falls into the hands of the Chinese, yeah you won’t see EVs being produced in Europe etc. They are waking up too late." Glasenberg continued to say that he was nevertheless prepared to sell cobalt mines in the DRC to China if the price was good. Concurrently, a legal dispute about royalty payments to Gertler and Gécamines developed and made a Chinese take-over of some of the disputed mines in the DRC a real possibility.^[66] The DRC is supplying 60 per cent of the world's cobalt raw materials while China is already producing more than 80 per cent of the world’s refined cobalt.^[67]

In a June 2018 "debt-for equity swap",^[68]Glencore's Katanga Mining Ltd. agreed to a recapitalization plan involving a US$5.6 billion debt write-off and a $150 million payment to the Congolese state mining company Gécamines. According to company sources, Gertler will receive a royalty payment of about 25 million euros in 2018.^[69]

Later in June 2018, Glencore also announced that it had resumed paying royalties to Gertler's Ventora Development in unpaid and future royalties from the subsidiaries Mutanda Mining ($695 million) and Kamoto Copper Co ($2.28 billion). Gertler had sued Glencore in a Congolese court after payments stopped when he was sanctioned by the U.S. government in December 2017. The mines are producing copper and cobalt, needed for lithium-ion batteries in mobile devices and electric vehicles. Glencore and Gertler were held up in a legal tangle, threatening the strategic supply of the metals as well as ownership of the mining entities. Glencore paid the royalties in a currency other than dollars to skirt sanctions and discussed the deal with Swiss and U.S. authorities. Glencore also settled a dispute involving the Kamoto copper and cobalt mine, although differences with regard to tax and royalty payment remain.^[70]

In July 2018, the DRC enforced its new mining code, which forced Glencore to paying higher taxes. As a result, the company entered ongoing talks with the Congolese government. However, in August CEO Ivan Glasberg announced that Glencore was considering taking legal action.^[71]

Western Sahara

In 2013 and 2014, a subsidiary of Glencore Xstrata was awarded two offshore drilling licences off the coast of occupied Western Sahara. The licences are awarded in clear violation of international law, as described by the UN in 2002.^[72]

Paradise Papers

On 5 November 2017, the Paradise Papers, a set of confidential electronic documents relating to offshore investment, revealed that Glencore loaned $45 million to Israeli billionaire Dan Gertler in exchange for his help with officials of the Democratic Republic of Congo in negotiations over a joint venture with state-owned Gécamines at the Katanga copper mine, in which one of the board members was Glencore major shareholder Telis Mistakidis. Glencore, which had effectively taken over Katanga, agreed to vote for the joint venture. The loan document specifically provided that repayment would be owed if agreement was not reached within three months. Gertler and Glencore have denied wrongdoing. Appleby had worked for Glencore and its founder Marc Rich on major projects in the past, even after his indictment in 1983.^[73][74] Rich was indicted in the United States on federal charges of tax evasion and making controversial oil deals with Iran during the Iran hostage crisis.^[75] He received a controversial presidential pardon from U.S. President Bill Clinton on 20 January 2001, Clinton's last day in office.^[76]

The Australian branch of Glencore has been demonstrated to have carried out some $25 billion in cross-currency interest rate swaps, complex financial instruments the Australian Taxation Office suspects of being used to avoid paying taxes in Australia.^[77] Glencore is also a co-owner of large coal freighters fleet SwissMarine.^[78]

Reactions to U.S. Sanctions

In April 2018, the company started to limit its exposure to Oleg Deripaska by canceling the plan to swap an 8.75 percent stake in aluminum producer United Co. Rusal for shares in another one of Deripaska’s companies, London-listed En+ Group Plc. The commodities trader also announced that Chief Executive Officer Ivan Glasenberg has resigned from Rusal’s board.^[79]

Investigation by the U.S. Department of Justice

On 3 July 2018, the company announced that it received a subpoena from the U.S. Department of Justice "to produce documents and other records with respect to compliance with the Foreign Corrupt Practices Act and United States money laundering statutes". The requested documents relate to the Glencore Group’s business in Nigeria, the Democratic Republic of Congo and Venezuela from 2007 to present.^[80] In May 2018, Bloomberg reported that Britain's Serious Fraud Office may also open a bribery investigation into Glencore's dealing with Dan Gertler and DRC President Joseph Kabila.^[81]

Financial data

Operations

In May 2014 the company announced it would close its underground Newlands coal mine in Queensland, Australia in late 2015. The mine, begun in 1983, produced 2.8 million tonnes of thermal coal in 2013. The company had earlier suspended operations at its Ravensworth underground mine following falling coal prices, escalating production costs, and a higher Australian dollar.
^[83][84][85]

Lobbying

Glencore engages political lobbyists in various jurisdictions where it has interests. In South Australia, the company is represented by Capital Hill Advisory.^[86]

Board of directors

As of October 2014:^[87]

• 
  Tony Hayward (Non-executive Chairman)


• 
  Ivan Glasenberg (CEO)


• 
  Peter Grauer (Non-executive Director)


• 
  Peter Coates (Non-executive Director)


• 
  Leonhard Fischer (Non-executive Director)


• 
  William Macaulay (Non-executive Director)


• 
  John Mack (Non-executive Director)


• 
  Patrice Merrin (Non-executive Director)

References

Further reading

• 
  Ammann, Daniel (2009). The King of Oil: The Secret Lives of Marc Rich. New York: St. Martin's Press. ISBN 0-312-57074-0.
  

External links

• 
  Official website


• 
  Glencore companies grouped at OpenCorporates