Form 8.5 (EPT/NON-RI) Glencore International Plc

Form 8.5 (EPT/NON-RI) Glencore International Plc

BARCLAYS PLC

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN

EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY (“RI”) STATUS (OR WHERE RI STATUS IS NOT APPLICABLE)

Rule 8.5 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a)	Â	Name of exempt principal trader:	Â	Barclays Capital Securities Ltd
(b)		Name of offeror/offeree in relation to whose		GLENCORE INTL PLC
Â		relevant securities this form relates:		Â
(c)		Name of the party to the offer with which exempt		Advisor to Offeree
Â		principal trader is connected		Â
(d)		Date position held/dealing undertaken:		28 February 2012
(e)		Has the EPT previously disclosed, or is it		YES:
		today disclosing, under the Code in respect		XSTRATA PLC
Â		of any other party to this offer?		Â

2. POSITIONS OF THE EXEMPT PRINCIPAL TRADER

(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing (if any)

Class of relevant security:	Â	Â	ORD	Â	Â	Â	Â	Â	Â
			Interests		Â		Short Positions		Â
Â	Â		Number		(%)		Number		(%)
(1)	Relevant securities owned
	and/or controlled:		7,929,438		0.11%		7,997,688		0.12%
Â	Â		Â		Â		Â		Â
(2)	Derivatives (other than
	options):		8,011,143		0.12%		7,375,635		0.11%
Â	Â		Â		Â		Â		Â
(3)	Options and agreements to
	purchase/sell:		450,000		0.01%		2,825,900		0.04%
Â	Â		Â		Â		Â		Â
(4)	TOTAL:
			16,390,581		0.24%		18,199,223		0.26%

Class of relevant security:	Â	Â	Convertible Bond	Â	Â	Â	Â	Â	Â
			Interests		Â		Short Positions		Â
Â	Â		Number		(%)		Number		(%)
(1)	Relevant securities owned
	and/or controlled:		2,000,000		0.09%		0		0.00%
Â	Â		Â		Â		Â		Â
(2)	Derivatives (other than
	options):		0		0.00%		0		0.00%
Â	Â		Â		Â		Â		Â
(3)	Options and agreements to
	purchase/sell:		0		0.00%		0		0.00%
Â	Â		Â		Â		Â		Â
(4)	TOTAL:
			2,000,000		0.09%		0		0.00%

All interests and all short positions should be disclosed.

Details of any open derivative or option positions, or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

(b) Rights to subscribe for new securities (including directors’ and other executive options)

Class of relevant security in relation to which subscription right exists:	Â
Details, including nature of the rights concerned and relevant percentages:	Â

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

3. DEALINGS (IF ANY) BY THE EXEMPT PRINCIPAL TRADER

(a) Purchases and sales

Class of relevant	Â	Purchase/sale	Â	Number of	Â	Price per unit
security		Â		securities		Â
ORD		Purchase		600		4.3375 GBP
ORD		Purchase		855		4.3530 GBP
ORD		Purchase		1,043		4.3633 GBP
ORD		Purchase		2,073		4.3771 GBP
ORD		Purchase		2,300		53.1554 HKD
ORD		Purchase		2,644		4.3812 GBP
ORD		Purchase		6,542		4.3692 GBP
ORD		Purchase		6,761		4.3673 GBP
ORD		Purchase		11,794		4.3613 GBP
ORD		Purchase		15,320		4.3608 GBP
ORD		Purchase		21,276		4.3560 GBP
ORD		Purchase		28,953		4.3644 GBP
ORD		Purchase		30,616		4.3612 GBP
ORD		Purchase		42,799		4.3642 GBP
ORD		Purchase		77,332		4.3667 GBP
ORD		Purchase		113,151		4.3743 GBP
ORD		Purchase		274,379		4.3444 GBP
ORD		Purchase		476,740		4.3665 GBP
ORD		Purchase		80		4.3681 GBP
ORD		Purchase		6,671		4.3628 GBP
ORD		Sale		237		4.3920 GBP
ORD		Sale		3,250		4.3610 GBP
ORD		Sale		3,501		4.3646 GBP
ORD		Sale		1,043		4.3633 GBP
ORD		Sale		2,207		4.3669 GBP
ORD		Sale		5,000		4.3501 GBP
ORD		Sale		6,955		4.3674 GBP
ORD		Sale		8,122		4.3494 GBP
ORD		Sale		10,095		4.3796 GBP
ORD		Sale		14,158		4.3658 GBP
ORD		Sale		21,952		4.3563 GBP
ORD		Sale		26,106		4.3694 GBP
ORD		Sale		36,000		4.3835 GBP
ORD		Sale		65,277		4.3670 GBP
ORD		Sale		117,637		4.3645 GBP
ORD		Sale		255,944		4.3687 GBP

(b) Derivatives transactions (other than options)

Class of	Â	Product	Â	Nature of dealing	Â	Number of	Â	Price per
relevant		description				reference		unit
security		Â		Â		securities		Â
ORD		CFD		Long		4,595		4.3789 GBP
ORD		CFD		Long		5,000		4.3501 GBP
ORD		CFD		Long		7,399		4.3481 GBP
ORD		CFD		Short		2,300		53.1554 HKD
ORD		CFD		Short		6,468		4.3639 GBP
ORD		CFD		Short		7,792		4.3703 GBP
ORD		CFD		Short		10,654		4.3539 GBP
ORD		CFD		Short		43,372		4.3652 GBP
ORD		CFD		Short		200,000		4.3678 GBP
ORD		CFD		Short		274,379		4.3444 GBP

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security

Â

Product description e.g. call option

Â

Writing, purchasing, selling, varying etc.

Â

Number of securities to which option relates

Â

Exercise price per unit

Â

Type e.g. American, European etc.

Â

Expiry date

Â

Option money paid/ received per unit

(ii) Exercising

Class of relevant	Â	Product description	Â	Number of	Â	Exercise price per
security		Â		securities		unit
ORD		Put Options		100,000		3.8 GBP
ORD		Put Options		100,000		3.8 GBP

(d) Other dealings (including subscribing for new securities)

Class of relevant security

Â

Nature of dealing e.g. subscription, conversion

Â

Details

Â

Price per unit (if applicable)

The currency of all prices and other monetary amounts should be stated.

Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.

4. OTHER INFORMATION

(a) Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the exempt principal trader making the disclosure and any party to the offer or any person acting in concert with a party to the offer: If there are no such agreements, arrangements or understandings, state “none”

NONE

(b) Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader making the disclosure and any other person relating to: (i) the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state “none”

NONE

(c) Attachments

Is a Supplemental Form 8 (Open Positions) attached?

Â

YES

Date of disclosure:	Â	29 Feb 2012
Contact name:	Â	Geoff Smith
Telephone number:	Â	020 7116 2913

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service and must also be emailed to the Takeover Panel at [e-mail]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

143221.01

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Identity of the person whose positions/dealings	Â	Barclays Capital Securities Ltd
are being disclosed:		Â
Name of offeror/offeree in relation to whose		GLENCORE INTL PLC
relevant securities this from relates:		Â

2. OPTIONS AND DERIVATIVES

Class

Â

Product

Â

Writing,

Â

Number

Â

Exercise

Â

Type

Â

Expiry

of

description

purchasing,

of

price

date

relevant

selling,

securities

per unit

security

varying etc

to which

option

Â

Â

Â

relates

Â

Â

Â

ORD

Call Options

Written

-75,900

4.3890

European

6 Jul 2012

ORD

Put Options

Purchased

450,000

4.4000

American

1 Mar 2012

ORD

Put Options

Written

-1,250,000

4.8000

American

1 Mar 2012

ORD

Call Options

Written

-250,000

4.6000

American

1 Mar 2012

ORD

Call Options

Written

-1,250,000

4.8000

American

1 Mar 2012

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to contracts for differences (“CFDs”) or spread bets.

The currency of all prices and other monetary amounts should be stated.

The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.