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	9 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?	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		Â		Short Positions		Â
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		10,055,431		0.15%		8,387,813		0.12%
Â		Â		Â		Â		Â		Â
(2)		Derivatives (other than
		options):		8,957,250		0.13%		9,699,747		0.14%
Â		Â		Â		Â		Â		Â
(3)		Options and agreements to
		purchase/sell:		550,000		0.01%		2,750,000		0.04%
Â		Â		Â		Â		Â		Â
(4)		TOTAL:
				20,093,069		0.29%		20,837,560		0.30%
											Â
											Â
Class of relevant security:		Â		Convertible Bond		Â		Â		Â
				Interests		Â		Short Positions		Â
Â		Â		Number		(%)		Number		(%)
(1)		Relevant securities owned
		and/or controlled:		3,000,000		0.13%		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:
				3,000,000		0.13%		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
ORD		Purchase		1,000		4.4155 GBP
ORD		Purchase		7,676		4.4073 GBP
ORD		Purchase		8,282		4.4231 GBP
ORD		Purchase		12,049		4.4295 GBP
ORD		Purchase		17,559		4.4031 GBP
ORD		Purchase		17,787		4.4202 GBP
ORD		Purchase		20,000		4.4068 GBP
ORD		Purchase		21,500		54.1653 HKD
ORD		Purchase		30,235		4.3976 GBP
ORD		Purchase		35,227		4.4278 GBP
ORD		Purchase		68,190		4.6109 GBP
ORD		Purchase		98,518		4.4187 GBP
ORD		Purchase		500,000		4.4415 GBP
ORD		Purchase		600,000		4.4089 GBP
ORD		Sale		310		4.4495 GBP
ORD		Sale		582		4.3860 GBP
ORD		Sale		1,000		4.4241 GBP
ORD		Sale		1,000		4.4486 GBP
ORD		Sale		1,500		4.4510 GBP
ORD		Sale		2,105		4.3828 GBP
ORD		Sale		2,500		4.4101 GBP
ORD		Sale		4,391		4.3845 GBP
ORD		Sale		11,040		4.4276 GBP
ORD		Sale		13,460		4.4186 GBP
ORD		Sale		16,246		4.4244 GBP
ORD		Sale		24,248		4.4268 GBP
ORD		Sale		58,324		4.3900 GBP
ORD		Sale		112,029		4.4155 GBP
ORD		Purchase		600		54.0500 HKD

(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		267		4.3856 GBP
ORD		CFD		Long		415		4.3791 GBP
ORD		CFD		Long		1,766		4.3596 GBP
ORD		CFD		Long		2,107		4.3716 GBP
ORD		CFD		Long		3,078		4.3591 GBP
ORD		CFD		Long		4,367		4.3554 GBP
ORD		CFD		Long		12,888		4.4179 GBP
ORD		CFD		Short		600		54.1183 HKD
ORD		CFD		Short		2,501		4.4162 GBP
ORD		CFD		Short		19,843		4.3966 GBP
ORD		CFD		Short		20,000		4.4068 GBP
ORD		CFD		Short		21,500		54.1653 HKD
ORD		CFD		Short		500,000		4.4415 GBP
ORD		SWAP		Long		250,000		4.4400 GBP
ORD		SWAP		Short		250,000		4.4400 GBP

Class of relevant security

Â

Product description e.g. CFD

Â

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

Â

Number of reference securities

Â

Price per unit

(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 Â

Date of disclosure:	Â	10 Feb 2012
Contact name:	Â	Geoff Smith
Telephone number:	Â	020 7116 2913

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

450,000

880.0000

American

11 Feb 2012

ORD

Put Options

Written

-1,250,000

960.0000

American

11 Feb 2012

ORD

Call Options

Purchased

100,000

4.2000

European

17 Feb 2012

ORD

Call Options

Written

-1,500,000

1,420.0000

American

11 Feb 2012

ORD

Call Options

Written

-75,900

4.3890

European

6 Jul 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.

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.