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
(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	1 August 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:		3,534,492		0.05%		17,920,747		0.26%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		16,324,319		0.24%		1,734,961		0.03%
Â		Â		Â		Â		Â		Â
(3)		Options and agreements to
		purchase/sell:		1,000,000		0.01%		2,000,000		0.03%
Â		Â		Â		Â		Â		Â
(4)		TOTAL:
				20,858,811		0.30%		21,655,708		0.31%

	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:		2,500,000		0.11%		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:
				2,500,000		0.11%		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		100		3.2178 GBP
ORD		Purchase		200		38.5500 HKD
ORD		Purchase		200		38.7500 HKD
ORD		Purchase		318		3.2070 GBP
ORD		Purchase		600		3.2060 GBP
ORD		Purchase		2,590		3.2174 GBP
ORD		Purchase		5,438		3.2096 GBP
ORD		Purchase		5,500		38.7000 HKD
ORD		Purchase		6,592		3.2121 GBP
ORD		Purchase		8,829		3.2074 GBP
ORD		Purchase		19,500		38.8000 HKD
ORD		Purchase		30,562		3.2235 GBP
ORD		Purchase		34,072		3.2111 GBP
ORD		Purchase		75,085		3.2079 GBP
ORD		Purchase		139,900		TRANSFER
ORD		Purchase		184,048		3.2098 GBP
ORD		Sale		100		3.2180 GBP
ORD		Sale		308		3.2162 GBP
ORD		Sale		1,074		3.2085 GBP
ORD		Sale		3,004		3.2041 GBP
ORD		Sale		5,822		3.2140 GBP
ORD		Sale		9,445		3.2250 GBP
ORD		Sale		9,529		3.2115 GBP
ORD		Sale		9,600		38.8000 HKD
ORD		Sale		14,928		3.2061 GBP
ORD		Sale		20,294		3.2082 GBP
ORD		Sale		28,497		3.2127 GBP
ORD		Sale		60,431		3.2093 GBP
ORD		Sale		63,396		3.2058 GBP
ORD		Sale		130,512		3.2095 GBP
ORD		Sale		139,900		TRANSFER
ORD		Sale		474,970		3.2098 GBP
ORD (traded as ADR)		Purchase		2,500		9.9900 USD
ORD (traded as ADR)		Purchase		3,800		10.0242 USD
ORD (traded as ADR)		Sale		2,500		9.9900 USD
ORD (traded as ADR)		Sale		3,800		10.0242 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		14,487		3.2012 GBP
ORD		CFD		Long		16,637		3.2062 GBP
ORD		CFD		Long		18,118		3.2042 GBP
ORD		SWAP		Long		93,800		3.2138 GBP
ORD		CFD		Long		139,900		38.7000 HKD
ORD		CFD		Long		149,389		3.2092 GBP
ORD		CFD		Short		200		38.6001 HKD
ORD		SWAP		Short		600		3.2060 GBP
ORD		CFD		Short		3,418		3.2111 GBP
ORD		CFD		Short		3,800		3.2088 GBP
ORD		CFD		Short		7,828		3.2113 GBP
ORD		CFD		Short		15,600		38.8106 HKD
ORD		CFD		Short		139,900		3.1982 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:		2 Aug 2012
Contact name:		Geoff Smith
Telephone number:		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 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

3 Aug 2012

ORD

Put Options

Written

-1,000,000

4.8000

American

3 Aug 2012

ORD

Call Options

Written

-1,000,000

4.8000

American

3 Aug 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.