GLENCORE OPENING DISCLOSURE IN XSTRATA
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
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(a) Identity of the party to the offer making the disclosure: |
GLENCORE INTERNATIONAL PLC ("GLENCORE") |
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(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient |
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(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer |
XSTRATA PLC ("XTRATA") |
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(d) Is the party to the offer making the disclosure the offeror or the offeree? |
OFFEROR |
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(e) Date position held: |
6 FEBRUARY 2012 |
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(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? |
YES If YES, specify which: GLENCORE |
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates
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Class of relevant security:
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ORDINARY SHARES OF U.S.$0.50 EACH |
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Interests |
Short positions |
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Number |
% |
Number |
% |
|
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(1) Relevant securities owned and/or controlled: |
1,010,403,999 |
34.08 |
NONE |
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(2) Derivatives (other than options): |
131,548,098* |
4.44 |
131,548,098* |
4.44 |
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(3) Options and agreements to purchase/sell: |
NONE |
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NONE |
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TOTAL: |
1,141,952,097 |
38.52 |
131,548,098 |
4.44 |
*THE INTERESTS IN XSTRATA RELEVANT SECURITIES DISCLOSED ABOVE ARE ALL HELD BY FINGES INVESTMENT B.V. ("FINGES"), WHICH IS A WHOLLY OWNED SUBSIDIARY OF GLENCORE. taken together, The LONG AND SHORT derivative POSITIONS disclosed AT 2(a)(2) above DO NOT RESULT IN GLENCORE OR FINGES HAVING NET LONG OR SHORT EXPOSURE to relevant securities in xstrata. These derivative positions reference relevant securities in XstrAta. These DERIVATIVE POSITIONS do not give Finges and/or Glencore any further voting rights, or any right (absolute or conditional) to acquire any further relevant securities or voting rights, in Xstrata OVER AND ABOVE THE 1,010,403,999 ordinary SHARES, representing 34.08% of xstrata's ordinary shares, DISCLOsED ABOVE AT 2(a)(1).
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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
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Class of relevant security in relation to which subscription right exists: |
NONE |
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Details, including nature of the rights concerned and relevant percentages: |
N/A |
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.
(c) Irrevocable commitments and letters of intent
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Details of any irrevocable commitments or letters of intent procured by the party to the offer making the disclosure or any person acting in concert with it (see Note 3 on Rule 2.11 of the Code): |
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NONE
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3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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Details of any interests, short positions and rights to subscribe of any person acting in concert with the party to the offer making the disclosure: |
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Please note, in the interests of maintaining secrecy prior to the announcements made on 2 February 2012, we have not yet completed enquiries in respect of the matters required under this section of certain parties who may be deemed by the Panel to be acting in concert with Glencore for the purposes of this transaction. Enquiries of such parties will be completed as soon as practicable following the date of our 2.7 announcement and, in accordance with Note 2(a)(i) to Rule 8 of the Code, further disclosures (if any) required in respect of such parties will be made as soon as possible and in any event by no later than 12 noon (London time) on 16 February 2012. |
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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 3 for each additional class of relevant security.
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).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. OTHER INFORMATION
(a) Indemnity and other dealing arrangements
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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 party to the offer making the disclosure or any person acting in concert with it: If there are no such agreements, arrangements or understandings, state "none" |
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NONE
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(b) Agreements, arrangements or understandings relating to options or derivatives
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Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, 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" |
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NONE
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(c) Attachments
Are any Supplemental Forms attached?
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Supplemental Form 8 (Open Positions) |
NO |
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Supplemental Form 8 (SBL) |
NO |
Date of disclosure: |
7 FEBRUARY 2012 |
Contact name: |
John Burton |
Telephone number: |
+41 41 709 2619 |
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.
This information is provided by RNS
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