GLEN: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) - GLENCORE INTL PLC

  GLEN: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) - GLENCORE INTL PLC

UK Regulatory Announcement

LONDON

                                                         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:                       BARCLAYS CAPITAL
                                                            SECURITIES LTD
(b) Name of offeror/offeree in relation to whose relevant
securities this form relates:                              GLENCORE INTL PLC

Use a separate form for each offeror/offeree
(c) Name of the party to the offer with which exempt       Advisor to Offeree
principal trader is connected:
(d) Date position held/dealing undertaken:                 20 Nov 2012
(e) Has the EPT previously disclosed, or is it today        YES:
disclosing, under the Code in respect of any other party  
to this offer?                                              XSTRATA PLC

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                     ORD                                
security:
                                Interests                Short         
                                                          Positions
                              Number            (%)     Number        (%)
(1)          Relevant
             securities owned
             and/or             5,784,028         0.08%   30,355,810    0.43%
             controlled:
                                                                   
(2)          Derivatives
             (other than
             options):          29,102,691        0.41%   2,906,491     0.04%
                                                                   
(3)          Options and
             agreements to
             purchase/sell:     1,000,000         0.01%   250,000       0.00%
                                                                   
(4)          TOTAL:
                              35,886,719        0.51%   33,512,301    0.47%
                                                                   
Class of                        Convertible
relevant                       Bond                                  
security:                       XS0475310396
                                Interests                Short         
                                                          Positions
                              Number            (%)     Number        (%)
(1)          Relevant
             securities owned
             and/or             2,400,000         0.10%   0             0.00%
             controlled:
                                                                   
(2)          Derivatives
             (other than
             options):          0                 0.00%   0             0.00%
                                                                   
(3)          Options and
             agreements to
             purchase/sell:     0                 0.00%   0             0.00%
                                                                   
(4)          TOTAL:
                                2,400,000         0.10%   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:  
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(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  Purchase/sale  Number of   Price per unit
security                           securities   
ORD                 Purchase        400          40.2000 HKD
ORD                 Purchase        800          40.0500 HKD
ORD                 Purchase        1,200        40.6166 HKD
ORD                 Purchase        2,600        3.2932 GBP
ORD                 Purchase        9,618        3.2946 GBP
ORD                 Purchase        11,052       3.3026 GBP
ORD                 Purchase        19,693       3.2921 GBP
ORD                 Purchase        35,743       3.2886 GBP
ORD                 Purchase        46,822       3.2796 GBP
ORD                 Purchase        48,251       3.2941 GBP
ORD                 Purchase        49,991       3.3322 GBP
ORD                 Purchase        53,796       3.3105 GBP
ORD                 Purchase        61,610       3.2700 GBP
ORD                 Purchase        72,392       3.2752 GBP
ORD                 Purchase        80,165       3.2736 GBP
ORD                 Purchase        107,817      3.2732 GBP
ORD                 Purchase        122,076      3.2844 GBP
ORD                 Purchase        154,445      3.2954 GBP
ORD                 Purchase        159,202      3.3062 GBP
ORD                 Purchase        446,699      3.2991 GBP
ORD                 Purchase        457,500      3.3071 GBP
ORD                 Purchase        1,071,202    3.2955 GBP
ORD                 Purchase        2,017,872    3.2938 GBP
ORD                 Sale            100          40.8000 HKD
ORD                 Sale            200          40.6500 HKD
ORD                 Sale            300          40.2000 HKD
ORD                 Sale            1,100        40.6000 HKD
ORD                 Sale            1,800        3.3319 GBP
ORD                 Sale            3,119        3.2779 GBP
ORD                 Sale            3,876        3.3072 GBP
ORD                 Sale            4,100        3.3099 GBP
ORD                 Sale            4,327        3.3055 GBP
ORD                 Sale            5,956        3.2944 GBP
ORD                 Sale            6,359        3.2955 GBP
ORD                 Sale            8,181        3.2992 GBP
ORD                 Sale            9,698        3.3336 GBP
ORD                 Sale            10,818       3.3048 GBP
ORD                 Sale            27,091       3.2966 GBP
ORD                 Sale            28,502       3.2890 GBP
ORD                 Sale            29,308       3.2790 GBP
ORD                 Sale            30,263       3.2961 GBP
ORD                 Sale            52,553       3.2855 GBP
ORD                 Sale            72,076       3.2793 GBP
ORD                 Sale            119,705      3.2884 GBP
ORD                 Sale            141,939      3.2939 GBP
ORD                 Sale            165,773      3.2960 GBP
ORD                 Sale            168,251      3.3068 GBP
ORD                 Sale            222,871      3.2896 GBP
ORD                 Sale            375,000      3.3108 GBP
ORD                 Sale            500,000      3.2949 GBP
ORD                 Sale            579,500      3.2919 GBP
ORD                 Sale            588,188      3.2952 GBP
ORD                 Sale            3,965,000    3.2902 GBP

(b) Derivatives transactions (other than options)

Class of  Product      Nature of dealing  Number of   Price per
relevant   description                       reference    unit
security                                   securities   
ORD        CFD           Long                200          40.6012 HKD
ORD        CFD           Long                7,765        3.2876 GBP
ORD        CFD           Long                83,268       3.2986 GBP
ORD        SWAP          Long                92,134       3.2910 GBP
ORD        SWAP          Long                388,644      3.2923 GBP
ORD        SWAP          Long                3,965,000    3.2902 GBP
ORD        CFD           Short               100          40.2482 HKD
ORD        CFD           Short               800          40.1006 HKD
ORD        SWAP          Short               20,298       3.2704 GBP
ORD        CFD           Short               61,610       3.2699 GBP
ORD        CFD           Short               72,392       3.2752 GBP
ORD        CFD           Short               73,702       3.2847 GBP
ORD        SWAP          Short               80,165       3.2736 GBP
ORD        CFD           Short               102,412      3.3024 GBP
ORD        CFD           Short               107,817      3.2732 GBP
ORD        CFD           Short               1,330,909    3.3071 GBP
ORD        SWAP          Short               1,330,909    3.3071 GBP

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

                         Writing,      Number of               Type                 Option
Class of   Product       purchasing,   securities   Exercise                        money
relevant  description  selling,     to which    price     e.g.       Expiry  paid/
security   e.g. call     varying       option       per unit   American,   date     received
           option        etc.          relates                 European             per unit
                                                               etc.

(ii) Exercising

                     Product
Class of relevant   description         Number of          Exercise price
security                                  securities          per unit
                     e.g. call option

(d) Other dealings (including subscribing for new securities)

                    Nature of dealing
Class of relevant                      Details  Price per unit (if
security            e.g. subscription,             applicable)
                    conversion

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?  YES

Date of disclosure:  21 Nov 2012
Contact name:        Geoff Smith
Telephone number:    020 3555 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
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       BARCLAYS CAPITAL SECURITIES
being disclosed:                                   LTD
Name of offeror/offeree in relation to whose       GLENCORE INTL PLC
relevant securities the disclosure relates:

2. OPTIONS AND DERIVATIVES

Class     Product      Writing,     Number      Exercise  Type      Expiry
of         description   purchasing,   of           price                 date
relevant                 selling,      securities   per unit
security                 varying etc   to which
                                       option
                                    relates                          
ORD        Put Options   Purchased     1,000,000    3.2000     American   22 Nov
                                                                          2012
ORD        Call          Written       -250,000     3.6000     American   22 Nov
           Options                                                        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 +44 (0)20 7638 0129.

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Contact:

BARCLAYS PLC