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

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

BARCLAYS PLC

FORM 8.5 (EPT/NON-RI) AMENDMENT

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:		25 September 2012
(e)		Has the EPT previously disclosed, or is it		YES:
		today disclosing, under the Code in respect
Â		of any other party to this offer?		XSTRATA PLC

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:		12,028,045		0.17%		31,705,849		0.46%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		28,658,050		0.41%		10,587,896		0.15%
Â		Â		Â		Â		Â		Â
(3)		Options and agreements to
		purchase/sell:		1,727,600		0.02%		250,000		0.00%
Â		Â		Â		Â		Â		Â
(4)		TOTAL:
				42,413,695		0.61%		42,543,745		0.61%
											Â
Class of relevant security:		Â		Convertible Bond XS0475310396		Â		Â		Â
				Interests		Â		Short Positions		Â
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		4,600,000		0.20%		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:
				4,600,000		0.20%		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
Convertible Bond		Purchase		1,000,000		122.0500 USD
ORD		Purchase		788		3.4666 GBP
ORD		Purchase		1,599		3.5200 GBP
ORD		Purchase		1,700		3.4750 GBP
ORD		Purchase		1,967		3.4536 GBP
ORD		Purchase		3,001		3.5322 GBP
ORD		Purchase		3,078		3.4993 GBP
ORD		Purchase		4,390		3.4781 GBP
ORD		Purchase		8,290		3.4563 GBP
ORD		Purchase		9,112		3.5250 GBP
ORD		Purchase		10,988		3.5303 GBP
ORD		Purchase		11,162		3.5763 GBP
ORD		Purchase		19,223		3.4873 GBP
ORD		Purchase		105,180		3.4941 GBP
ORD		Purchase		526,975		3.4861 GBP
ORD		Purchase		958,815		3.4713 GBP
ORD		Purchase		1,199,100		3.4775 GBP
ORD		Sale		264		3.4769 GBP
ORD		Sale		788		3.4667 GBP
ORD		Sale		992		3.4750 GBP
ORD		Sale		1,576		3.5273 GBP
ORD		Sale		2,183		3.5200 GBP
ORD		Sale		3,000		3.4686 GBP
ORD		Sale		3,331		3.5310 GBP
ORD		Sale		4,390		3.4782 GBP
ORD		Sale		10,000		3.4850 GBP
ORD		Sale		10,980		3.5002 GBP
ORD		Sale		12,631		3.4934 GBP
ORD		Sale		15,035		3.5221 GBP
ORD		Sale		26,837		3.4932 GBP
ORD		Sale		30,112		3.5046 GBP
ORD		Sale		60,899		3.4909 GBP
ORD		Sale		91,822		3.5272 GBP
ORD		Sale		201,756		3.4775 GBP
ORD		Sale		560,597		3.4851 GBP
ORD		Sale		947,963		3.4781 GBP
ORD		Sale		3,777,521		3.4925 GBP
ORD (traded as ADR)		Purchase		400		11.2600 USD
ORD (traded as ADR)		Purchase		2,000		11.1500 USD
ORD (traded as ADR)		Sale		400		11.2600 USD
ORD (traded as ADR)		Sale		2,000		11.1500 USD

(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		400		3.4832 GBP
ORD		SWAP		Long		10,980		3.5002 GBP
ORD		CFD		Long		28,412		3.5178 GBP
ORD		CFD		Short		800		3.4713 GBP
ORD		SWAP		Short		2,400		3.4711 GBP
ORD		CFD		Short		11,162		3.5762 GBP
ORD		CFD		Short		19,675		3.4550 GBP
ORD		SWAP		Short		1,199,100		3.4775 GBP

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class

Â

Product

Â

Writing,

Â

Number

Â

Exercise

Â

Type

Â

Expiry

Â

Option

of

description

purchasing,

of

price

date

money

relevant

selling,

securities

per unit

paid/

security

varying etc

to which

received

option

per unit

Â

Â

Â

relates

Â

Â

Â

Â

ORD

Call Options

Purchasing

727,600

3.85 GBP

Europe

13 Nov 2012

0.0278 GBP

ORD

Call Options

Selling

363,800

3.85 GBP

Europe

13 Nov 2012

0.0278 GBP

(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	27 Sep 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.

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

Purchased

363,800

3.8500

European

13 Nov 2012

ORD

Call Options

Purchased

363,800

4.1000

European

16 Oct 2012

ORD

Put Options

Purchased

1,000,000

3.2000

American

27 Sep 2012

ORD

Call Options

Written

-250,000

3.6000

American

27 Sep 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.