UPDATE 3-Xstrata woos waverers over Glencore deal

Tue May 1, 2012 4:17pm GMT

* Urges shareholders to back "fair, reasonable" deal

* Q1 copper production down 18 percent year-on-year

* Coal up 9 percent, boosted by thermal coal

* Says major projects on track

* Over a third of voting shareholders vote against pay plan

By Clara Ferreira-Marques and Caroline Copley

LONDON/ZUG, Switzerland, May 1 (Reuters) - Miner Xstrata sought to win over waverers to the merits of its $39 billion takeover by commodities trader Glencore, telling shareholders to back the "fair and reasonable" offer even as investors flexed their muscles by expressing opposition to its pay plan.

The structure of the deal, which requires at least 75 percent of shareholders excluding Glencore to approve it, means opposition from investors representing just over 16.5 percent of Xstrata's total shareholding would be enough to derail it.

Industry analysts believe the deal will ultimately succeed but Xstrata nevertheless faced a taste of opposition from a subdued crowd of investors, as 36.5 percent of those voting rejected its pay plan, up from a hefty 31.7 percent no vote last year.   Continued...

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