REG-Form 8.3 - Glencore International plc

Mon Apr 8, 2013 5:14am EDT

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-FORM 8.3

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY 
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")

1.   KEY INFORMATION

 (a)   Identity of the person whose positions/dealings are being disclosed:                                                                      OZ Management LP and             
                                                                                                                                                 Och-Ziff Management Europe Ltd   
 (b)   Owner or controller of interests and short positions disclosed, if different from 1(a):                                                                                    
         The naming of nominee or vehicle companies is insufficient                                                                                                               
 (c)        Name of offeror/offeree in relation to whose relevant securities this form relates:                                                  Glencore International Plc       
    Use a separate form for each offeror/offeree                                                                                                                                  
 (d)        If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:                                                      
 (e)   Date position held/dealing undertaken:                                                                                                    5 April 2013                     
 (f)        Has the discloser previously disclosed, or are they today disclosing, under the Code in respect of any other party to this offer?    Yes                              
                                                                                                                                                 If YES, specify which:           
                                                                                                                                                 
Xstrata Plc                     


2.        POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(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 security:                                            USD 0.01 ordinary                   
                                                            Interests                 Short positions       
                                                       Number          %          Number               %    
 (1)   Relevant securities owned and/or controlled:                                                         
 (2)   Derivatives (other than options):                                        49,868,226          0.702   
 (3)   Options and agreements to purchase/sell:                                                             
 TOTAL:                                                                         49,898,226          0.702   


 Class of relevant security:                                      5% guaranteed convertible bonds due December 2014            
                                                                  Interests                             Short positions        
                                                         Number                  %                Number                 %     
 (1)   Relevant securities owned and/or controlled:    10,500,000              0.456                                           
 (2)   Derivatives (other than options):               16,900,000              0.735                                           
 (3)   Options and agreements to purchase/sell:                                                                                
 TOTAL:                                                27,400,000            1.191                                             


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(c), copy table 2(a) or (b) (as appropriate) for
each additional class of relevant security.

3.        DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE

(a)   Purchases and sales

 Class of relevant security    Purchase/sale    Number of securities    Price per unit  
                                                                                        


(b)   Derivatives transactions (other than options)

 Class of relevant security    Product description                                       Nature of dealing                                      Number of reference securities    Price per unit  
                                     e.g. CFD          e.g. opening/closing a long/short position, increasing/reducing a long/short position                                                      
      USD 0.01 ordinary        CFD                    reducing a short position                                                                 55,200                            USD 5.20        


(c)   Options transactions in respect of existing securities

(i)   Writing, selling, purchasing or varying

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


(ii)   Exercising

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


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

 Class of relevant security           Nature of dealing          Details    Price per unit (if applicable)  
                                e.g. subscription, 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(c), 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 person 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 person 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?    NO  


 Date of disclosure:    8 April 2013   
 Contact name:          Andrew Frank   
 Telephone number:      0207 758 4433  


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
mailto: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
http://www.thetakeoverpanel.org.uk/ .



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Source: OZ Management LP via Thomson Reuters ONE


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