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

Form 8.5 (EPT/NON-RI) GLENCORE INTL 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) Name of exempt principal trader:	Â	Barclays Capital Securities Ltd Â
(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   Â
(c) Name of the party to the offer with which exempt principal trader is connected:	Â	Advisor to Offeror   Â
(d) Date position held/dealing undertaken:	Â	15 March 2012 Â
(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:		3,394,685		0.05%		7,176,258		0.10%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		6,584,712		0.10%		2,311,981		0.03%
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:
				10,429,397		0.15%		12,314,139		0.18%
											Â
											Â
Class of relevant security:		Â		Convertible Bond		Â		Â		Â
				Interests				Short Positions
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		1,800,000		0.08%		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:
				1,800,000		0.08%		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		92		4.1070 GBP
ORD		Purchase		882		4.1026 GBP
ORD		Purchase		1,000		4.1160 GBP
ORD		Purchase		5,000		4.1149 GBP
ORD		Purchase		5,000		4.1444 GBP
ORD		Purchase		6,427		4.1175 GBP
ORD		Purchase		8,003		4.1268 GBP
ORD		Purchase		10,000		4.1091 GBP
ORD		Purchase		54,540		4.1162 GBP
ORD		Purchase		101,969		4.1297 GBP
ORD		Purchase		148,063		4.1127 GBP
ORD		Purchase		162,563		4.1191 GBP
ORD		Purchase		200,000		4.1248 GBP
ORD		Purchase		253,349		4.1023 GBP
ORD		Purchase		480,000		4.1213 GBP
ORD		Sale		480		4.1331 GBP
ORD		Sale		548		4.0937 GBP
ORD		Sale		600		4.1030 GBP
ORD		Sale		600		4.1116 GBP
ORD		Sale		1,000		4.0936 GBP
ORD		Sale		1,400		4.0926 GBP
ORD		Sale		2,546		4.1168 GBP
ORD		Sale		5,637		4.0993 GBP
ORD		Sale		9,146		4.1074 GBP
ORD		Sale		27,841		4.1008 GBP
ORD		Sale		34,480		4.1220 GBP
ORD		Sale		56,404		4.1075 GBP
ORD		Sale		57,562		4.1054 GBP
ORD		Sale		68,448		4.1130 GBP
ORD		Sale		205,822		4.1014 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		18,661		4.0895 GBP
ORD		CFD		Long		61,666		4.1142 GBP
ORD		CFD		Short		5,000		4.1149 GBP
ORD		CFD		Short		10,000		4.1091 GBP
ORD		CFD		Short		100,000		4.1297 GBP
ORD		CFD		Short		127,668		4.1186 GBP
ORD		CFD		Short		200,000		4.1248 GBP
ORD		CFD		Short		480,000		4.1213 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 Â

Date of disclosure:	Â	16 Mar 2012 Â
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].

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 Â
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:		GLENCORE INTL PLC 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

Put Options

Purchased

450,000

4.4000

American

17 Mar 2012

ORD

Put Options

Written

-1,250,000

4.8000

American

17 Mar 2012

ORD

Call Options

Written

-75,900

4.3890

European

6 Jul 2012

ORD

Call Options

Written

-250,000

4.6000

American

17 Mar 2012

ORD

Call Options

Written

-1,250,000

4.8000

American

17 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.