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) 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	30 November 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 PLC 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				Short Positions
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		3,776,838		0.06%		34,664,115		0.49%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		34,275,199		0.48%		2,578,516		0.04%
Â		Â		Â		Â		Â		Â
(3)		Options and agreements to
		purchase/sell:		1,000,000		0.01%		250,000		0.00%
Â		Â		Â		Â		Â		Â
(4)		TOTAL:
				39,052,037		0.55%		37,492,631		0.53%
Â		Â		Â		Â		Â		Â
Class of relevant security:		Â		Convertible Bond XS0475310396		Â		Â		Â
				Interests				Short Positions
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		1,400,000		0.06%		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:
				1,400,000		0.06%		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		200		42.4000 HKD
ORD		Purchase		500		42.1500 HKD
ORD		Purchase		600		42.2500 HKD
ORD		Purchase		900		42.3000 HKD
ORD		Purchase		1,000		3.4180 GBP
ORD		Purchase		4,669		3.4493 GBP
ORD		Purchase		5,339		3.4595 GBP
ORD		Purchase		6,809		3.4744 GBP
ORD		Purchase		9,556		3.4616 GBP
ORD		Purchase		13,621		3.4581 GBP
ORD		Purchase		23,263		3.4689 GBP
ORD		Purchase		27,808		3.4682 GBP
ORD		Purchase		38,368		3.4550 GBP
ORD		Purchase		48,978		3.4574 GBP
ORD		Purchase		62,094		3.4476 GBP
ORD		Purchase		71,344		3.4623 GBP
ORD		Purchase		250,000		3.4734 GBP
ORD		Purchase		260,494		3.4632 GBP
ORD		Purchase		477,356		3.4527 GBP
ORD		Sale		100		42.2500 HKD
ORD		Sale		200		42.3000 HKD
ORD		Sale		500		42.5000 HKD
ORD		Sale		1,868		3.4543 GBP
ORD		Sale		1,888		3.4846 GBP
ORD		Sale		2,000		42.2475 HKD
ORD		Sale		4,503		3.4782 GBP
ORD		Sale		5,347		3.4567 GBP
ORD		Sale		6,147		3.4740 GBP
ORD		Sale		8,119		3.4780 GBP
ORD		Sale		8,905		3.4597 GBP
ORD		Sale		11,451		3.4680 GBP
ORD		Sale		14,225		3.4576 GBP
ORD		Sale		27,808		3.4683 GBP
ORD		Sale		34,726		3.4571 GBP
ORD		Sale		46,327		3.4550 GBP
ORD		Sale		68,699		3.4657 GBP
ORD		Sale		129,811		3.4645 GBP
ORD		Sale		139,337		3.4625 GBP
ORD		Sale		165,553		3.4603 GBP
ORD		Sale		762,500		3.4542 GBP
ORD		Sale		1,067,500		3.4612 GBP
ORD		Sale		478,068		3.4527 GBP
ORD		Sale		1,220,000		3.4482 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		600		42.3704 HKD
ORD		CFD		Long		1,078		3.4516 GBP
ORD		CFD		Long		165,219		3.4601 GBP
ORD		SWAP		Long		2,440,000		3.4482 GBP
ORD		SWAP		Short		700		3.4360 GBP
ORD		SWAP		Short		1,000		3.4180 GBP
ORD		CFD		Short		7,339		3.4530 GBP
ORD		CFD		Short		59,394		3.4484 GBP
ORD		CFD		Short		250,000		3.4734 GBP
ORD		SWAP		Short		1,220,000		3.4482 GBP
NB: The below transactions which were previously disclosed have been cancelled
Class of		Product		Nature of dealing		Number of		Price per
relevant		description				reference		unit
security		Â		Â		securities		Â
ORD		CFD		Short		250,000		3.4734 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	4 Dec 2012
Contact name:	Â	Geoff Smith
Telephone number:	Â	020 3555 4632

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

Put Options

Purchased

1,000,000

3.2000

American

2 Dec 2012

ORD

Call Options

Written

-250,000

3.6000

American

2 Dec 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.