GLEN: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) Glencore International Plc

  GLEN: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) Glencore International 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   GLENCORE INTL PLC
   relevant securities this form relates:         
(c) Name of the party to the offer with which      Advisor to Offeree
    exempt
   principal trader is connected                  
(d) Date position held/dealing undertaken:         4 December 2012
(e) Has the EPT previously disclosed, or is it     YES:
    today 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 controlled:   5,017,105    0.07%   36,857,777    0.52%
                                                                   
(2)             Derivatives (other
                than
                options):            36,451,813   0.51%   2,987,795     0.04%
                                                                   
(3)             Options and
                agreements to
                purchase/sell:       1,000,000    0.01%   250,000       0.00%
                                                                   
(4)             TOTAL:
                                     42,468,918   0.60%   40,095,572    0.56%

Class of                       Convertible Bond
relevant                     XS0475310396                        
security:
                               Interests                  Short        
                                                           Positions
                             Number              (%)     Number       (%)
(1)        Relevant
           securities owned
           and/or              1,800,000           0.08%   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:
                               1,800,000           0.08%   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   
Convertible Bond    Purchase        400,000      122.0000 USD
ORD                 Purchase        100          3.4195 GBP
ORD                 Purchase        244          3.4210 GBP
ORD                 Purchase        646          3.4292 GBP
ORD                 Purchase        999          3.4253 GBP
ORD                 Purchase        2,079        3.4340 GBP
ORD                 Purchase        2,452        3.4308 GBP
ORD                 Purchase        2,600        42.0000 HKD
ORD                 Purchase        4,000        3.4305 GBP
ORD                 Purchase        4,053        3.4303 GBP
ORD                 Purchase        4,414        3.4350 GBP
ORD                 Purchase        8,680        3.4159 GBP
ORD                 Purchase        15,020       3.4272 GBP
ORD                 Purchase        19,914       3.4221 GBP
ORD                 Purchase        20,040       3.4297 GBP
ORD                 Purchase        26,453       3.4247 GBP
ORD                 Purchase        40,752       3.4254 GBP
ORD                 Purchase        50,000       3.4228 GBP
ORD                 Purchase        74,012       3.4351 GBP
ORD                 Purchase        334,381      3.4242 GBP
ORD                 Sale            100          42.4000 HKD
ORD                 Sale            100          43.0000 HKD
ORD                 Sale            300          42.2000 HKD
ORD                 Sale            620          3.4275 GBP
ORD                 Sale            2,253        3.4233 GBP
ORD                 Sale            2,452        3.4308 GBP
ORD                 Sale            2,800        3.4268 GBP
ORD                 Sale            5,832        3.4267 GBP
ORD                 Sale            6,277        3.4273 GBP
ORD                 Sale            8,171        3.4337 GBP
ORD                 Sale            11,102       3.4194 GBP
ORD                 Sale            17,790       3.4287 GBP
ORD                 Sale            30,678       3.4253 GBP
ORD                 Sale            38,153       3.4313 GBP
ORD                 Sale            44,998       3.4237 GBP
ORD                 Sale            53,977       3.4178 GBP
ORD                 Sale            211,886      3.4264 GBP
ORD                 Sale            418,012      3.4310 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                500          42.3475 HKD
ORD        CFD           Long                2,600        3.4281 GBP
ORD        CFD           Long                12,569       3.4313 GBP
ORD        CFD           Long                20,287       3.4266 GBP
ORD        CFD           Long                197,640      3.4260 GBP
ORD        SWAP          Long                762,500      3.4542 GBP
ORD        SWAP          Long                1,067,500    3.4612 GBP
ORD        CFD           Short               2,600        42.0507 HKD
ORD        SWAP          Short               9,700        3.4225 GBP
ORD        CFD           Short               12,562       3.4279 GBP
ORD        CFD           Short               21,534       3.4257 GBP
ORD        SWAP          Short               43,423       3.4235 GBP
ORD        SWAP          Short               74,012       3.4352 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:  5 Dec 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.

143221.01

                     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 the person whose                    BARCLAYS CAPITAL SECURITIES
positions/dealings                               LTD
are being disclosed:                             
Name of offeror/offeree in relation to whose     GLENCORE INTL PLC
relevant securities this from 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   6 Dec
                                                                          2012
ORD        Call          Written       -250,000     3.6000     American   6 Dec
           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