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Form 8 (OPD) (Glencore)

13th Feb 2012 17:00

RNS Number : 3377X
Xstrata PLC
13 February 2012
 



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:

 

 

 

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.

 

Name

Number of Glencore Shares

Percentage of issued ordinary share capital of Glencore (per cent.)

Ivan Glasenberg

1,093,418,752

15.794656

Steven Kalmin

70,523,154

1.018721

Peter Coates

82,700

0.001195

Li Ning

62,000

0.000896

Daniel Francisco Maté Badenes

417,468,330

6.030415

Aristotelis Mistakidis

411,730,597

5.947532

Tor Peterson*

260,526,854

3.763363

Alex Beard

320,260,410

4.626227

* 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

 

 

(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

 

 

(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

 

 

(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:

 

 

 

 

 

 

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.

 

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
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