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 relevant securities this form relates:

Use a separate form for each offeror/offeree

 

GLENCORE INTL PLC

(c) Name of the party to the offer with which exempt principal trader is connected:  

Advisor to Offeree

(d) Date position held/dealing undertaken:  

24 February 2012

(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?  

YES:

GLENCORE FINANCE EUROPE

XSTRATA PLC

 

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: 6,863,629 0.10% 8,079,557 0.12%
           
(2) Derivatives (other than
options): 15,226,457 0.22% 14,456,321 0.21%
           
(3) Options and agreements to
purchase/sell: 550,000 0.01% 2,825,900 0.04%
           
(4) TOTAL:
22,640,086 0.33% 25,361,778 0.37%
Class of relevant security:       Convertible Bond            
Interests Short Positions
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 2,000,000 0.09% 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:
2,000,000 0.09% 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 4.3820 GBP
ORD Purchase 830 4.3829 GBP
ORD Purchase 1,196 4.3630 GBP
ORD Purchase 1,999 4.3788 GBP
ORD Purchase 3,400 4.3791 GBP
ORD Purchase 3,827 4.3721 GBP
ORD Purchase 4,200 53.6345 HKD
ORD Purchase 11,518 4.3805 GBP
ORD Purchase 15,120 4.3762 GBP
ORD Purchase 73,155 4.3802 GBP
ORD Purchase 91,047 4.3629 GBP
ORD Purchase 250,000 4.3649 GBP
ORD Sale 200 53.8500 HKD
ORD Sale 700 53.5500 HKD
ORD Sale 1,000 53.7000 HKD
ORD Sale 285 4.3547 GBP
ORD Sale 334 4.3820 GBP
ORD Sale 3,764 4.3831 GBP
ORD Sale 4,687 4.3686 GBP
ORD Sale 5,818 4.3730 GBP
ORD Sale 32,762 4.3918 GBP
ORD Sale 50,000 4.3608 GBP
ORD Sale 50,000 4.3699 GBP
ORD Sale 87,586 4.3630 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 1,446 4.3811 GBP
ORD CFD Long 1,900 53.5926 HKD
ORD CFD Long 50,000 4.3699 GBP
ORD CFD Short 1,207 4.3596 GBP
ORD CFD Short 1,196 4.3633 GBP
ORD CFD Short 4,200 53.6345 HKD
ORD CFD Short 250,000 4.3649 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: 27 Feb 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 person whose open positions are being disclosed:  

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   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 Call Options Written -75,900 4.3890 European 6 Jul 2012
ORD Put Options Purchased 100,000 3.8000 European 28 Feb 2012
ORD Put Options Purchased 450,000 4.4000 American 26 Feb 2012
ORD Put Options Written -1,250,000 4.8000 American 26 Feb 2012
ORD Call Options Written -250,000 4.6000 American 26 Feb 2012
ORD Call Options Written -1,250,000 4.8000 American 26 Feb 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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Glencore (GLEN)
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