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	14 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:		4,314,225		0.06%		26,596,624		0.37%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		26,065,614		0.37%		1,814,061		0.03%
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:
				31,379,839		0.44%		28,660,685		0.40%
											Â
Class of relevant security:		Â		Convertible Bond XS0475310396		Â		Â		Â
				Interests		Â		Short Positions		Â
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		2,300,000		0.10%		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:
				2,300,000		0.10%		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		41.6500 HKD
ORD		Purchase		1,547		3.3260 GBP
ORD		Purchase		2,380		3.3351 GBP
ORD		Purchase		3,139		3.3135 GBP
ORD		Purchase		3,800		41.6197 HKD
ORD		Purchase		8,744		3.3248 GBP
ORD		Purchase		11,976		3.3265 GBP
ORD		Purchase		67,617		3.3305 GBP
ORD		Purchase		70,262		3.3235 GBP
ORD		Purchase		79,514		3.3229 GBP
ORD		Purchase		96,167		3.3181 GBP
ORD		Purchase		120,352		3.3287 GBP
ORD		Purchase		252,470		3.3193 GBP
ORD		Purchase		318,000		3.3393 GBP
ORD		Purchase		750,935		3.3162 GBP
ORD		Sale		100		41.6500 HKD
ORD		Sale		100		41.7500 HKD
ORD		Sale		500		41.6000 HKD
ORD		Sale		700		3.3232 GBP
ORD		Sale		900		41.4500 HKD
ORD		Sale		1,000		41.5500 HKD
ORD		Sale		1,200		41.8000 HKD
ORD		Sale		2,345		3.3194 GBP
ORD		Sale		2,390		3.3167 GBP
ORD		Sale		2,800		3.3293 GBP
ORD		Sale		3,955		3.3146 GBP
ORD		Sale		4,800		3.3497 GBP
ORD		Sale		10,016		3.3235 GBP
ORD		Sale		15,403		3.3312 GBP
ORD		Sale		15,835		3.3186 GBP
ORD		Sale		16,728		3.3367 GBP
ORD		Sale		34,343		3.3272 GBP
ORD		Sale		60,000		3.3251 GBP
ORD		Sale		75,361		3.3289 GBP
ORD		Sale		96,414		3.3381 GBP
ORD		Sale		120,352		3.3288 GBP
ORD		Sale		131,781		3.3155 GBP
ORD		Sale		139,337		3.3115 GBP
ORD		Sale		143,770		3.3261 GBP
ORD		Sale		263,222		3.3193 GBP
ORD		Sale		665,399		3.3132 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		13,340		3.3207 GBP
ORD		CFD		Long		15,769		3.3278 GBP
ORD		SWAP		Long		91,736		3.3180 GBP
ORD		CFD		Short		100		41.7000 HKD
ORD		CFD		Short		28,349		3.3146 GBP
ORD		CFD		Short		31,651		3.3287 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	15 Nov 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   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

1,000,000

3.2000

American

16 Nov 2012

ORD

Call Options

Written

-250,000

3.6000

American

16 Nov 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.