Form 8.3 - Glencore International Plc

Form 8.3 - Glencore International Plc

OZ Management, LP

FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY

A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE

Rule 8.3 of the Takeover Code (the “Code”)

1. KEY INFORMATION

(a) Identity of the person whose positions/dealings are being disclosed:   OZ Management LP and

Och-Ziff Management Europe Ltd

(b) Owner or controller of interests and short positions disclosed, if different from 1(a):

The naming of nominee or vehicle companies is insufficient

   
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

  Glencore International Plc
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:    
(e) Date position held/dealing undertaken:   14 February 2012
(f) Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer?   Yes

If YES, specify which:

 

Xstrata Plc

2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE

(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:   USD 0.01 ordinary

 

  Interests   Short positions
  Number   %   Number   %
(1) Relevant securities owned and/or controlled:   1,221,898   0.018        
(2) Derivatives (other than options):   4,945,672   0.071

 

7,448,451   0.108
(3) Options and agreements to purchase/sell:           3,350,000   0.048

TOTAL:

  6,167,570   0.089   10,798,451   0.156
Class of relevant security:   5% guaranteed convertible bonds due December 2014

 

  Interests   Short positions
  Number   %   Number   %
(1) Relevant securities owned and/or controlled:   40,500,000   1.761        
(2) Derivatives (other than options):   28,000,000   1.217        
(3) Options and agreements to purchase/sell:                

TOTAL:

  68,500,000   2.978        

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(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a) Purchases and sales

Class of relevant security   Purchase/sale   Number of securities   Price per unit

(b) Derivatives transactions (other than options)

Class of relevant security   Product description

e.g. CFD

  Nature of dealing

e.g. opening/closing a long/short position, increasing/reducing a long/short position

  Number of reference securities   Price per unit
USD 0.01 ordinary   CFD

CFD

CFD

  increasing a long position

reducing a short position

reducing a short position

  2,100,000

207,700

195,600

  GBP 4.25

USD 6.74

USD 6.58

(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(c), 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 person 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 person 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:   15 February 2012
Contact name:   Andrew Frank
Telephone number:   0207 758 4433

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:   OZ Management LP and

Och-Ziff Management Europe Ltd

Name of offeror/offeree in relation to whose relevant securities the disclosure relates: Glencore International Plc

2. OPTIONS AND DERIVATIVES

Class of relevant security   Product description e.g. call option   Written or purchased   Number of securities to which option or derivative relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date
USD 0.01 ordinary Call option Written 3,350,000 GBP 440 American 15/06/12

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:

 

None

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.

Companies

Glencore (GLEN)
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