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	10 December 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:		5,674,091		0.08%		36,358,768		0.51%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		35,759,305		0.50%		3,477,033		0.05%
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:
				42,433,396		0.60%		40,085,801		0.56%

	Â		Â		Â		Â		Â
Class of relevant security:		Â		Convertible Bond XS0475310396		Â		Â		Â
				Interests				Short Positions
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		3,800,000		0.17%		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:
				3,800,000		0.17%		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
Convertible Bond		Purchase		2,000,000		121.6500 USD
ORD		Purchase		100		42.8000 HKD
ORD		Purchase		225		3.4503 GBP
ORD		Purchase		1,105		3.4724 GBP
ORD		Purchase		2,500		3.4645 GBP
ORD		Purchase		2,900		42.8500 HKD
ORD		Purchase		3,322		3.4687 GBP
ORD		Purchase		3,479		3.4567 GBP
ORD		Purchase		4,800		3.4629 GBP
ORD		Purchase		5,216		3.4542 GBP
ORD		Purchase		5,993		3.4590 GBP
ORD		Purchase		9,696		3.4618 GBP
ORD		Purchase		13,399		3.4595 GBP
ORD		Purchase		27,647		3.4549 GBP
ORD		Purchase		87,231		3.4559 GBP
ORD		Purchase		93,743		3.4586 GBP
ORD		Purchase		159,352		3.4584 GBP
ORD		Purchase		227,035		3.4582 GBP
ORD		Purchase		305,000		3.4522 GBP
ORD		Sale		100		42.8000 HKD
ORD		Sale		200		3.4610 GBP
ORD		Sale		998		3.4640 GBP
ORD		Sale		2,900		42.8500 HKD
ORD		Sale		4,428		3.4596 GBP
ORD		Sale		4,854		3.4615 GBP
ORD		Sale		6,000		3.4587 GBP
ORD		Sale		7,580		3.4634 GBP
ORD		Sale		7,920		3.4653 GBP
ORD		Sale		10,466		3.4563 GBP
ORD		Sale		14,427		3.4593 GBP
ORD		Sale		16,276		3.4555 GBP
ORD		Sale		60,377		3.4551 GBP
ORD		Sale		93,106		3.4569 GBP
ORD		Sale		94,000		3.4605 GBP
ORD		Sale		105,758		3.4527 GBP
ORD		Sale		150,341		3.4574 GBP
ORD		Sale		241,355		3.4589 GBP
ORD		Sale		610,000		3.4600 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		9,711		3.4700 GBP
ORD		CFD		Long		65,074		3.4499 GBP
ORD		CFD		Short		3,160		3.4573 GBP
ORD		CFD		Short		8,033		3.4462 GBP
ORD		CFD		Short		11,062		3.4654 GBP
ORD		SWAP		Short		11,700		3.4592 GBP
ORD		CFD		Short		13,595		3.4590 GBP
ORD		SWAP		Short		106,519		3.4577 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
Date of disclosure:		11 Dec 2012
Contact name:		Geoff Smith
Telephone number:		0203 555 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.

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

1,000,000

3.2000

American

12 Dec 2012

ORD

Call Options

Written

-250,000

3.6000

American

12 Dec 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.