Form 8.5 (EPT/NON-RI) - GLENCORE INTL PLC - Ame...

Form 8.5 (EPT/NON-RI) - GLENCORE INTL PLC - Amendment

BARCLAYS PLC

Amendment

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) Name of exempt principal trader:	Â	Barclays Capital Securities Ltd
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	Â	GLENCORE INTL PLC
(c) Name of the party to the offer with which exempt principal trader is connected:	Â	Advisor to Offeree
(d) Date position held/dealing undertaken:	Â	20 February 2012
(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?	Â	YES: Xstrata 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	Â	ORD	Â	Â	Â	Â	Â	Â
				Interests		Â		Short Positions		Â
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		5,342,042		0.08%		7,549,571		0.11%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		8,311,541		0.12%		4,948,736		0.07%
Â		Â		Â		Â		Â		Â
(3)		Options and agreements to
		purchase/sell:		550,000		0.01%		2,825,900		0.04%
Â		Â		Â		Â		Â		Â
(4)		TOTAL:
				14,203,583		0.21%		15,324,207		0.22%

Class of relevant security:	Â	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

(a)	Â	Purchases and sales	Â	Â	Â	Â
Class of relevant		Purchase/sale		Number of		Price per unit
security		Â		securities		Â
ORD		Purchase		466		4.3481 GBP
ORD		Purchase		876		4.3508 GBP
ORD		Purchase		1,264		4.3793 GBP
ORD		Purchase		1,453		4.3536 GBP
ORD		Purchase		5,091		4.3687 GBP
ORD		Purchase		9,496		4.3613 GBP
ORD		Purchase		50,262		4.3614 GBP
ORD		Purchase		62,063		4.3601 GBP
ORD		Purchase		130,000		4.3658 GBP
ORD		Sale		108		4.3645 GBP
ORD		Sale		537		4.3445 GBP
ORD		Sale		1,591		4.3685 GBP
ORD		Sale		3,087		4.3556 GBP
ORD		Sale		3,200		4.3805 GBP
ORD		Sale		5,377		4.3695 GBP
ORD		Sale		10,000		4.3749 GBP
ORD		Sale		10,046		4.3544 GBP
ORD		Sale		17,587		4.3605 GBP
ORD		Sale		20,924		4.3612 GBP
ORD		Sale		29,116		4.3690 GBP
ORD		Sale		30,019		4.3683 GBP
ORD		Sale		32,023		4.3522 GBP
ORD		Sale		1,300		53.9500 HKD
ORD		Sale		46,207		4.3496 GBP
ORD		Sale		140,000		4.3477 GBP

(b)	Â	Derivatives transactions (other than options)	Â	Â	Â	Â	Â	Â
Class of		Product		Nature of dealing		Number of		Price per
relevant		description				reference		unit
security		Â		Â		securities		Â
ORD		CFD		Long		1,300		53.8817 HKD
ORD		CFD		Long		3,100		4.3511 GBP
ORD		CFD		Long		6,999		4.3633 GBP
ORD		CFD		Long		13,342		4.3470 GBP
ORD		CFD		Long		15,000		4.3603 GBP
ORD		CFD		Long		17,086		4.3766 GBP
ORD		CFD		Long		32,023		4.3522 GBP
ORD		CFD		Long		46,207		4.3496 GBP
ORD		CFD		Long		140,000		4.3477 GBP
ORD		CFD		Short		466		4.3480 GBP
ORD		CFD		Short		1,453		4.3539 GBP
ORD		CFD		Short		62,063		4.3601 GBP
ORD		CFD		Short		130,000		4.3658 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 security

Â

Product description e.g. call option

Â

Number of securities

Â

Exercise price per unit

(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 person whose open positions are being disclosed:	Â	Barclays Capital Securities Ltd
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:		GLENCORE INTL PLC

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 Option

Written

75,900

4.38909648

European

6 Jul 2012

ORD

Put Option

Purchased

200,000

4.4

American

22 Feb 2012

ORD

Put Option

Purchased

250,000

4.4

American

22 Feb 2012

ORD

Put Option

Purchased

100,000

3.8

European

28 Feb 2012

ORD

Put Option

Written

-1,000,000

4.8

American

22 Feb 2012

ORD

Put Option

Written

-250,000

4.8

American

22 Feb 2012

ORD

Call Option

Written

-1,000,000

4.8

American

22 Feb 2012

ORD

Call Option

Written

-250,000

4.8

American

22 Feb 2012

ORD

Call Option

Written

-250,000

4.6

American

22 Feb 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.