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	24 April 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:		933,247		0.01%		11,248,593		0.16%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		10,501,385		0.15%		376,791		0.01%
Â		Â		Â		Â		Â		Â
(3)		Options and agreements to
		purchase/sell:		250,000		0.00%		2,325,900		0.03%
Â		Â		Â		Â		Â		Â
(4)		TOTAL:
				11,684,632		0.17%		13,951,284		0.20%
											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:		1,500,000		0.07%		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:
				1,500,000		0.07%		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		58		4.1150 GBP
ORD		Purchase		500		51.5000 HKD
ORD		Purchase		600		51.4500 HKD
ORD		Purchase		700		51.4000 HKD
ORD		Purchase		1,521		4.1498 GBP
ORD		Purchase		3,551		4.1575 GBP
ORD		Purchase		3,614		4.1490 GBP
ORD		Purchase		5,459		4.1199 GBP
ORD		Purchase		7,443		4.1186 GBP
ORD		Purchase		11,879		4.1172 GBP
ORD		Purchase		14,725		4.1466 GBP
ORD		Purchase		17,997		4.1550 GBP
ORD		Purchase		23,213		4.1528 GBP
ORD		Purchase		82,645		4.1464 GBP
ORD		Purchase		254,666		4.1345 GBP
ORD		Sale		314		4.1199 GBP
ORD		Sale		700		51.4000 HKD
ORD		Sale		1,500		4.1468 GBP
ORD		Sale		1,548		4.1205 GBP
ORD		Sale		1,702		4.1298 GBP
ORD		Sale		2,583		4.1519 GBP
ORD		Sale		3,551		4.1575 GBP
ORD		Sale		3,614		4.1484 GBP
ORD		Sale		11,220		4.1523 GBP
ORD		Sale		13,127		4.1543 GBP
ORD		Sale		20,657		4.1362 GBP
ORD		Sale		20,932		4.1204 GBP
ORD		Sale		30,238		4.1465 GBP
ORD		Sale		42,604		4.1572 GBP
ORD		Sale		45,075		4.1571 GBP
ORD		Sale		93,379		4.1400 GBP
ORD		Sale		115,449		4.1384 GBP
ORD		Sale		149,828		4.1498 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		1,100		4.1197 GBP
ORD		CFD		Long		1,500		4.1468 GBP
ORD		CFD		Long		40,040		4.1338 GBP
ORD		CFD		Long		67,980		4.1354 GBP
ORD		CFD		Short		1,100		51.5344 HKD

(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	Â	Product description	Â	Number of	Â	Exercise price per
security		Â		securities		unit
ORD		Put Options		600,000		3.75 GBP
ORD		Put Options		1,200,000		3.75 GBP

(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	25 Apr 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].

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

250,000

4.4000

American

26 Apr 2012

ORD

Put Options

Written

-1,000,000

4.8000

American

26 Apr 2012

ORD

Call Options

Written

-75,900

4.3890

European

6 Jul 2012

ORD

Call Options

Written

-250,000

4.6000

American

26 Apr 2012

ORD

Call Options

Written

-1,000,000

4.8000

American

26 Apr 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.