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	19 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:		4,327,170		0.06%		37,401,011		0.53%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		36,869,132		0.52%		2,605,308		0.04%
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:
				42,196,302		0.59%		40,256,319		0.57%

	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:		3,400,000		0.15%		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:
				3,400,000		0.15%		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		2,800,000		123.2500 USD
ORD		Purchase		100		44.1000 HKD
ORD		Purchase		100		44.2000 HKD
ORD		Purchase		100		44.2500 HKD
ORD		Purchase		116		3.5175 GBP
ORD		Purchase		500		44.1500 HKD
ORD		Purchase		700		43.9000 HKD
ORD		Purchase		856		3.5364 GBP
ORD		Purchase		1,100		43.8500 HKD
ORD		Purchase		1,100		44.3000 HKD
ORD		Purchase		2,400		43.9500 HKD
ORD		Purchase		2,500		44.0000 HKD
ORD		Purchase		3,700		44.0500 HKD
ORD		Purchase		6,229		3.5212 GBP
ORD		Purchase		7,943		3.5412 GBP
ORD		Purchase		8,645		3.5265 GBP
ORD		Purchase		10,606		3.5272 GBP
ORD		Purchase		16,092		3.5293 GBP
ORD		Purchase		18,072		3.5337 GBP
ORD		Purchase		51,481		3.5381 GBP
ORD		Purchase		55,000		3.5426 GBP
ORD		Purchase		109,717		3.5295 GBP
ORD		Purchase		205,037		3.5256 GBP
ORD		Purchase		496,800		3.5307 GBP
ORD		Purchase		738,309		3.5328 GBP
ORD		Purchase		2,184,661		3.5350 GBP
ORD		Sale		1,420		3.5135 GBP
ORD		Sale		2,300		3.5154 GBP
ORD		Sale		2,440		3.5142 GBP
ORD		Sale		3,318		3.5366 GBP
ORD		Sale		3,357		3.5150 GBP
ORD		Sale		3,388		3.5175 GBP
ORD		Sale		5,500		44.0390 HKD
ORD		Sale		6,555		3.5369 GBP
ORD		Sale		6,574		3.5295 GBP
ORD		Sale		9,518		3.5294 GBP
ORD		Sale		10,380		3.5262 GBP
ORD		Sale		20,912		3.5180 GBP
ORD		Sale		22,582		3.5327 GBP
ORD		Sale		25,287		3.5427 GBP
ORD		Sale		80,407		3.5247 GBP
ORD		Sale		104,535		3.5500 GBP
ORD		Sale		107,088		3.5349 GBP
ORD		Sale		148,079		3.5307 GBP
ORD		Sale		261,731		3.5102 GBP
ORD		Sale		400,000		3.5364 GBP
ORD		Sale		3,107,200		3.5345 GBP
ORD (traded as ADR)		Purchase		98		11.4300 USD
ORD (traded as ADR)		Purchase		5,000		11.3940 USD
ORD (traded as ADR)		Purchase		8,650		11.3300 USD
ORD (traded as ADR)		Sale		5,000		11.3940 USD
ORD (traded as ADR)		Sale		8,748		11.3311 USD

(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		6,800		3.5196 GBP
ORD		CFD		Long		8,852		3.5144 GBP
ORD		CFD		Long		70,915		3.5253 GBP
ORD		CFD		Short		1,246		3.5462 GBP
ORD		CFD		Short		6,800		44.0639 HKD
ORD		CFD		Short		22,000		3.5253 GBP
ORD		CFD		Short		83,547		3.5251 GBP
ORD		CFD		Short		103,145		3.5281 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:		20 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

21 Dec 2012

ORD

Call Options

Written

-250,000

3.6000

American

21 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.