13th Feb 2012 17:00
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
(a) Identity of the party to the offer making the disclosure: | XSTRATA PLC ("XSTRATA") |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient | N/A |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each party to the offer | GLENCORE INTERNATIONAL PLC ("GLENCORE") |
(d) Is the party to the offer making the disclosure the offeror or the offeree? | OFFEREE |
(e) Date position held: | 10 FEBRUARY 2012 |
(f) Has the party previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer? | YES - disclosing today for XSTRATA PLC |
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
Class of relevant security:
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| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | NIL | NIL | ||
(2) Derivatives (other than options): | NIL | NIL | ||
(3) Options and agreements to purchase/sell: | NIL | NIL | ||
TOTAL: | NIL | NIL | ||
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
Class of relevant security in relation to which subscription right exists: | N/A |
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
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): |
The following persons have given irrevocable undertakings to vote in favour of the resolution to be proposed at the Glencore General Meeting to approve the Merger and related resolutions to be proposed at the Glencore General Meeting in relation to the following Glencore shares. | |||||||||||||||||||||||||||
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* Tor Peterson is also beneficially interested in, but does not control the voting rights in respect of, a further 105,548,031 Glencore Shares. Tor Peterson has undertaken to recommend to the person holding such shares on his behalf that it vote in favour of the resolution to be proposed at the Glencore General Meeting on substantially the same terms as described above.
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE
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: |
See details below
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(e) Interests of advisers to Xstrata in Glencore International plc ("Glencore") Shares
Relevant securities:
Interests | Short positions | |||
Name | Number of Glencore Shares | Percentage of issued ordinary share capital of Glencore (per cent.) | Number of Glencore Shares | Percentage of issued ordinary share capital of Glencore (per cent.) |
Frankfurt-Trust Investment | 46,800 | 0.0007 | ||
Oppenheim Asset Management Services s.à.r.l | 150,000 | 0.0022 | ||
Nomura Capital Markets plc | 35,120 | 0.0005 | ||
Barclays Bank Plc | 2,085 | 0.0000 | ||
Barclays Wealth Trustees (Guernsey) Ltd | 11,500 | 0.0002 | ||
Goldman Sachs (Asia) Finance | 1,405,352 | 0.0203 | 33,699 | 0.0005 |
Options and agreements to purchase/sell
Interests | Short positions | |||
Name | Number of Glencore Shares | Percentage of issued ordinary share capital of Glencore (per cent.) | Number of Glencore Shares | Percentage of issued ordinary share capital of Glencore (per cent.) |
Goldman Sachs (Asia) Finance | 2,113,900 | 0.0305 | ||
Goldman, Sachs & Co. | 1,307,000 | 0.0189 | 1,307,000 | 0.0189 |
No directors of Xstrata hold an interest in the shares of Glencore International plc
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 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" |
None
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(b) Agreements, arrangements or understandings relating to options or derivatives
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" |
None
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(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | YES |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 13 February 2012 |
| Contact name: | Richard Elliston, Company Secretary |
| Telephone number: | +44 (0)20 7968 2885 |
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 [email protected]. 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: | (GS) GOLDMAN SACHS (ASIA) FINANCE |
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 | BBM Barrier Option (1:2 Leverage) | Written | 300 | 55.0095 HKD | European | 25/05/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:1 Leverage) | Written | 300 | 58.3296 HKD | European | 25/05/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 300 | 57.1919 HKD | European | 28/05/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 250 | 57.7060 HKD | European | 28/05/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 150 | 58.9800 HKD | European | 30/05/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 424 | 59.8760 HKD | European | 28/05/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 2,226 | 59.8760 HKD | European | 28/05/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 405 | 60.1368 HKD | European | 30/05/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 3,645 | 60.1368 HKD | European | 30/05/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 208 | 46.2871 HKD | European | 08/11/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 312 | 46.2871 HKD | European | 08/11/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 50 | 47.5711 HKD | European | 09/11/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 450 | 47.5711 HKD | European | 09/11/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 150 | 45.0900 HKD | European | 16/11/2012 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 90 | 52.5188 HKD | European | 04/02/2013 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 810 | 52.5188 HKD | European | 04/02/2013 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 18 | 52.2414 HKD | European | 05/02/2013 |
USD 0.01 ordinary | BBM Barrier Option (1:2 Leverage) | Written | 162 | 52.2414 HKD | European | 05/02/2013 |
* Buy below market options consist of levered call and put options. If the barrier price of the option is reached or exceeded, there will be no delivery obligation on that day or any subsequent day in the future.
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: |
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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.
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: | (GS) GOLDMAN, SACHS & CO. |
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 | Put Option (1:1000) | Purchased | 281 (281,000) | 4.4000 GBP | European | 15/06/2012 |
USD 0.01 ordinary | Put Option (1:1000) | Written | 281 (281,000) | 4.4000 GBP | European | 15/06/2012 |
USD 0.01 ordinary | Put Option (1:1000) | Purchased | 67 (67,000) | 4.4000 GBP | European | 15/06/2012 |
USD 0.01 ordinary | Put Option (1:1000) | Written | 67 (67,000) | 4.4000 GBP | European | 15/06/2012 |
USD 0.01 ordinary | Put Option (1:1000) | Purchased | 213 (213,000) | 4.4000 GBP | European | 15/06/2012 |
USD 0.01 ordinary | Put Option (1:1000) | Written | 213 (213,000) | 4.4000 GBP | European | 15/06/2012 |
USD 0.01 ordinary | Put Option (1:1000) | Purchased | 374 (374,000) | 4.4000 GBP | European | 15/06/2012 |
USD 0.01 ordinary | Put Option (1:1000) | Written | 374 (374,000) | 4.4000 GBP | European | 15/06/2012 |
USD 0.01 ordinary | Put Option (1:1000) | Purchased | 283 (283,000) | 4.4000 GBP | European | 15/06/2012 |
USD 0.01 ordinary | Put Option (1:1000) | Written | 283 (283,000) | 4.4000 GBP | European | 15/06/2012 |
USD 0.01 ordinary | Put Option (1:1000) | Purchased | 89 (89,000) | 4.4000 GBP | European | 15/06/2012 |
USD 0.01 ordinary | Put Option (1:1000) | Written | 89 (89,000) | 4.4000 GBP | European | 15/06/2012 |
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.
Related Shares:
Glencore