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: 25 September 2012
(e) Has the EPT previously disclosed, or is it YES:
today disclosing, under the Code in respect
  of any other party to this offer? 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: 12,027,997 0.17% 31,705,849 0.46%
           
(2) Derivatives (other than
options): 28,658,050 0.41% 10,587,896 0.15%
           
(3) Options and agreements to
purchase/sell: 1,727,600 0.02% 250,000 0.00%
           
(4) TOTAL:
42,413,647 0.61% 42,543,745 0.61%
 
Class of relevant security:   Convertible Bond XS0475310396      
Interests   Short Positions  
    Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 4,600,000 0.20% 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:
4,600,000 0.20% 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  
Convertible Bond Purchase 1,000,000 122.0500 USD
ORD Purchase 788 3.4666 GBP
ORD Purchase 1,599 3.5200 GBP
ORD Purchase 1,700 3.4750 GBP
ORD Purchase 1,967 3.4536 GBP
ORD Purchase 3,001 3.5322 GBP
ORD Purchase 3,078 3.4993 GBP
ORD Purchase 4,390 3.4781 GBP
ORD Purchase 8,290 3.4563 GBP
ORD Purchase 9,112 3.5250 GBP
ORD Purchase 10,988 3.5303 GBP
ORD Purchase 11,162 3.5763 GBP
ORD Purchase 19,223 3.4873 GBP
ORD Purchase 105,180 3.4941 GBP
ORD Purchase 526,975 3.4861 GBP
ORD Purchase 958,815 3.4713 GBP
ORD Purchase 1,199,100 3.4775 GBP
ORD Sale 264 3.4769 GBP
ORD Sale 788 3.4667 GBP
ORD Sale 992 3.4750 GBP
ORD Sale 1,576 3.5273 GBP
ORD Sale 2,183 3.5200 GBP
ORD Sale 3,000 3.4686 GBP
ORD Sale 3,331 3.5310 GBP
ORD Sale 4,390 3.4782 GBP
ORD Sale 10,000 3.4850 GBP
ORD Sale 10,980 3.5002 GBP
ORD Sale 12,631 3.4934 GBP
ORD Sale 15,035 3.5221 GBP
ORD Sale 26,837 3.4932 GBP
ORD Sale 30,112 3.5046 GBP
ORD Sale 60,899 3.4909 GBP
ORD Sale 91,822 3.5272 GBP
ORD Sale 201,756 3.4775 GBP
ORD Sale 560,597 3.4851 GBP
ORD Sale 947,963 3.4781 GBP
ORD Sale 3,777,521 3.4925 GBP
ORD (traded as ADR) Purchase 400 11.2600 USD
ORD (traded as ADR) Purchase 2,000 11.1500 USD
ORD (traded as ADR) Sale 400 11.2600 USD
ORD (traded as ADR) Sale 2,000 11.1500 USD

(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 400 3.4832 GBP
ORD SWAP Long 10,980 3.5002 GBP
ORD CFD Long 28,412 3.5178 GBP
ORD CFD Short 800 3.4713 GBP
ORD SWAP Short 2,400 3.4711 GBP
ORD CFD Short 11,162 3.5762 GBP
ORD CFD Short 19,675 3.4550 GBP
ORD SWAP Short 1,199,100 3.4775 GBP

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class   Product   Writing,   Number   Exercise   Type   Expiry   Option
of description purchasing, of price date money
relevant selling, securities per unit paid/
security varying etc to which received
option per unit
      relates        
ORD Call Options Purchasing 727,600 3.85 GBP Europe 13 Nov 2012 0.0278 GBP
ORD Call Options Selling 363,800 3.85 GBP Europe 13 Nov 2012 0.0278 GBP

(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:  

26 Sep 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 Call Options Purchased 363,800 3.8500 European 13 Nov 2012
ORD Call Options Purchased 363,800 4.1000 European 16 Oct 2012
ORD Put Options Purchased 1,000,000 3.2000 American 27 Sep 2012
ORD Call Options Written -250,000 3.6000 American 27 Sep 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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