SCHEDULE: Glencore Subsidiaries Secure 16.4% Stake in Bunge Global SA Post-Viterra Merger

Glencore plc's indirect subsidiary, Danelo Limited, has acquired a 16.4% beneficial ownership stake in Bunge Global SA, comprising over 32.8 million shares and a significant cash payment, as part of the previously announced business combination with Viterra Limited.

Summary

• Glencore plc, through its indirect wholly-owned subsidiary Danelo Limited, has acquired 32,806,103 Registered Shares of Bunge Global SA.
• This acquisition represents approximately 16.4% of Bunge Global SA's total outstanding shares, based on 200,042,383 shares outstanding as of July 2, 2025.
• The acquisition occurred on July 2, 2025, as part of the Business Combination Agreement dated June 13, 2023, involving Bunge Global SA, Viterra Limited, and Danelo.
• Danelo received the shares in exchange for its pro rata share of Viterra Limited's issued and outstanding shares.
• Bunge Global SA also paid Danelo Limited $895,010,954.48 in cash on the closing date.
• The Reporting Persons (Glencore plc, Glencore International AG, and Danelo Limited) acquired these securities for investment purposes.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing disclosing the beneficial ownership resulting from a previously announced business combination. It outlines the terms of the ownership, including board representation and transfer restrictions, which are typical for such a strategic investment. There are no unexpected negative or positive financial results, but the completion of the transaction and the strategic stake are positive for the reporting entity.

Positives

• Glencore subsidiaries have secured a significant 16.4% ownership stake in Bunge Global SA, a major player in the agricultural commodities sector.
• The Shareholder's Agreement grants Danelo Limited the right to nominate two individuals to the Bunge Global SA Board of Directors as long as their ownership remains at or above 10%, providing significant influence.
• The appointment of Christopher Mahoney and Markus Walt, nominated by Danelo, to the Bunge Global SA Board strengthens Glencore's strategic oversight and potential for synergy realization.
• A Registration Rights Agreement is in place, requiring Bunge Global SA to facilitate the resale of Danelo's shares, providing liquidity options for Glencore's investment.

Negatives

• The Shareholder's Agreement imposes certain restrictions on Danelo Limited, including a one-year lockup period on share transfers (with exceptions), a prohibition on transfers to competitors and activist investors, and non-solicitation and non-compete obligations for up to three years.
• A 'standstill' provision prevents Danelo from acquiring more than 19.9% of Bunge Global SA's outstanding shares until its beneficial ownership falls below 7%.
• Danelo is subject to certain voting commitments in support of recommendations from the Bunge Global SA Board, which could limit independent voting action.

Future Outlook

The Reporting Persons acquired the securities for investment purposes and will continually evaluate Bunge Global SA's business, financial condition, and other relevant factors. They may, at any time, purchase or dispose of additional Issuer Securities, engage in discussions with management and other stakeholders, and explore various strategic actions, subject to the terms of the Shareholder's Agreement.

Management Comments

• The Reporting Persons acquired the securities of the Issuer covered by this Schedule 13D for investment purposes.
• The Reporting Persons will continually evaluate the Issuer's business, financial condition, results of operations, capital structure, management, synergies, stock market performance, competitive outlook and other relevant factors.

Industry Context

This filing signifies a major consolidation step in the global agricultural commodities trading and processing sector, with Glencore, a leading natural resources company, taking a significant stake in Bunge Global SA, a key player in agribusiness. This transaction, stemming from the Viterra business combination, reshapes the competitive landscape and could lead to increased integration and efficiency within the sector.

Management Changes

Corporate Governance

Related Party Transactions

• The acquisition of 32,806,103 Registered Shares of Bunge Global SA by Danelo Limited (an indirect wholly-owned subsidiary of Glencore plc) was part of a Business Combination Agreement involving Bunge Global SA, Viterra Limited, and other parties. Danelo acquired these shares in exchange for its pro rata share of Viterra Limited.

Stakeholder Impact

• Shareholders (Bunge Global SA): The entry of Glencore as a significant shareholder (16.4%) and its board representation could influence future strategic decisions, potentially leading to synergies or changes in operational focus. The registration rights agreement provides a mechanism for future liquidity for Glencore's shares.
• Shareholders (Glencore plc): The acquisition represents a strategic investment in the agricultural sector, potentially diversifying Glencore's portfolio and offering long-term growth opportunities.
• Management (Bunge Global SA): The presence of Glencore-nominated directors on the board will introduce new perspectives and oversight, potentially impacting management's strategic priorities and operational execution.
• Employees (Bunge Global SA & Viterra): The business combination and resulting ownership structure could lead to integration efforts, potentially affecting roles, responsibilities, and corporate culture.
• Competitors: The consolidation of assets and market share through the Bunge-Viterra combination, with Glencore as a key investor, will reshape the competitive landscape in the global agricultural commodities market.

Next Steps

• Bunge Global SA is required to file a registration statement with the SEC to register for resale the 32,806,103 Registered Shares held by Danelo.
• Bunge Global SA will conduct certain underwritten offerings or facilitate block trade transactions upon Danelo's request, as per the Registration Rights Agreement.
• The Reporting Persons will continually evaluate Bunge Global SA's business, financial condition, and other relevant factors for investment purposes.
• The Reporting Persons may, at any time, purchase or dispose of additional Issuer Securities, engage in discussions with Bunge management and board, and explore various strategic actions, subject to the Shareholder's Agreement.

Key Dates

Keywords

Bunge Global SA, Glencore, Viterra, Business Combination, Share Acquisition, Schedule 13D, Agricultural Commodities, Shareholder Agreement, Board Representation, Investment