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:   Barclays Capital Securities Ltd
(b) Name of offeror/offeree in relation to whose

GLENCORE INTL PLC

  relevant securities this form relates:  
(c) Name of the party to the offer with which exempt Advisor to Offeree
  principal trader is connected  
(d) Date position held/dealing undertaken: 1 May 2012
(e) Has the EPT previously disclosed, or is it YES:
today disclosing, under the Code in respect XSTRATA PLC
  of any other party to this offer?  

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:       ORD            
Interests   Short Positions  
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 1,224,347 0.02% 11,869,404 0.17%
           
(2) Derivatives (other than
options): 11,645,265 0.17% 3,982,349 0.06%
           
(3) Options and agreements to
purchase/sell: 250,000 0.00% 2,325,900 0.03%
           
(4) TOTAL:
13,119,612 0.19% 14,753,740 0.26%
 
 
Class of relevant security:   Convertible Bond      
Interests   Short Positions  
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 1,200,000 0.05% 0 0.00%
           
(2) Derivatives (other than
options): 0 0.00% 0 0.00%
           
(3) Options and agreements to
purchase/sell: 0 0.00% 0 0.00%
           
(4) TOTAL:
1,200,000 0.05% 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:  
Details, including nature of the rights concerned and relevant percentages:  

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   Purchase/sale   Number of   Price per unit
security   securities  
ORD Purchase 200 4.3642 GBP
ORD Purchase 357 4.3379 GBP
ORD Purchase 700 4.2770 GBP
ORD Purchase 1,518 4.2912 GBP
ORD Purchase 1,867 4.3365 GBP
ORD Purchase 2,059 4.3252 GBP
ORD Purchase 6,144 4.2906 GBP
ORD Purchase 9,710 4.3052 GBP
ORD Purchase 10,429 4.3187 GBP
ORD Purchase 38,900 4.2692 GBP
ORD Purchase 60,870 4.3363 GBP
ORD Purchase 87,249 4.3129 GBP
ORD Sale 587 4.2831 GBP
ORD Sale 629 4.2842 GBP
ORD Sale 2,292 4.2766 GBP
ORD Sale 2,402 4.3193 GBP
ORD Sale 2,491 4.2600 GBP
ORD Sale 2,500 4.2946 GBP
ORD Sale 2,979 4.2770 GBP
ORD Sale 3,248 4.3460 GBP
ORD Sale 3,568 4.3453 GBP
ORD Sale 10,400 4.3197 GBP
ORD Sale 14,313 4.3145 GBP
ORD Sale 22,738 4.3250 GBP
ORD Sale 26,720 4.3629 GBP
ORD Sale 46,939 4.2807 GBP

(b) Derivatives transactions (other than options)

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
ORD CFD Long 946 4.2938 GBP
ORD CFD Long 1,518 4.2912 GBP
ORD SWAP Long 3,500 4.3377 GBP
ORD SWAP Long 12,900 4.3148 GBP
ORD CFD Long 24,375 4.3225 GBP
ORD CFD Long 55,754 4.3008 GBP
ORD SWAP Short 300 4.3630 GBP
ORD SWAP Short 900 4.2963 GBP
ORD CFD Short 946 4.2940 GBP
ORD CFD Short 1,518 4.2912 GBP
ORD SWAP Short 14,182 4.3600 GBP
ORD CFD Short 24,375 4.3227 GBP
ORD CFD Short 55,754 4.3014 GBP

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit

(ii) Exercising

Class of relevant security   Product description

e.g. call option

  Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   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?  

YES

Date of disclosure:  

2 May 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 monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on +44 (0)20 7638 0129.

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   Barclays Capital Securities Ltd
are being disclosed:  
Name of offeror/offeree in relation to whose GLENCORE INTL PLC
relevant securities this from relates:  

2. OPTIONS AND DERIVATIVES

Class   Product   Writing,   Number   Exercise   Type   Expiry
of description purchasing, of price date
relevant selling, securities per unit
security varying etc to which
option
      relates      
ORD Put Options Purchased 250,000 4.4000 American 3 May 2012
ORD Put Options Written -1,000,000 4.8000 American 3 May 2012
ORD Call Options Written -75,900 4.3890 European 6 Jul 2012
ORD Call Options Written -250,000 4.6000 American 3 May 2012
ORD Call Options Written -1,000,000 4.8000 American 3 May 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 +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

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