XTA: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) - XSTRATA PLC - Amendment

  XTA: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) - XSTRATA PLC - Amendment

UK Regulatory Announcement

LONDON

                       FORM 8.5 (EPT/NON-RI) AMENDMENT

         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:                              XSTRATA 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:                 9 November 2012
                                                            YES:

(e) Has the EPT previously disclosed, or is it today        
disclosing, under the Code in respect of any other party  
to this offer?                                              GLENCORE INTL 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:   11,409,102   0.38%   668,505      0.02%
                                                                   
(2)              Derivatives (other
                 than
                 options):            336,754      0.01%   31,328,546   1.04%
                                                                   
(3)              Options and
                 agreements to
                 purchase/sell:       25,745,546   0.86%   3,350,416    0.11%
                                                                   
(4)              TOTAL:
                                      37,491,402   1.25%   35,347,467   1.18%

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        200          9.7090 GBP
ORD                 Purchase        500          9.6815 GBP
ORD                 Purchase        1,000        9.6462 GBP
ORD                 Purchase        1,000        9.6880 GBP
ORD                 Purchase        1,799        9.7070 GBP
ORD                 Purchase        2,105        9.6680 GBP
ORD                 Purchase        5,041        9.7030 GBP
ORD                 Purchase        9,540        9.7119 GBP
ORD                 Purchase        11,459       9.6765 GBP
ORD                 Purchase        14,551       9.6884 GBP
ORD                 Purchase        25,195       9.6942 GBP
ORD                 Purchase        61,500       9.7570 GBP
ORD                 Purchase        127,683      9.6904 GBP
ORD                 Sale            324          9.7160 GBP
ORD                 Sale            400          9.6785 GBP
ORD                 Sale            588          9.7549 GBP
ORD                 Sale            895          9.6441 GBP
ORD                 Sale            2,600        9.6272 GBP
ORD                 Sale            3,984        9.7179 GBP
ORD                 Sale            8,362        9.7030 GBP
ORD                 Sale            8,461        9.6604 GBP
ORD                 Sale            10,800       9.6706 GBP
ORD                 Sale            11,079       9.7042 GBP
ORD                 Sale            22,448       9.6748 GBP
ORD                 Sale            22,804       9.6574 GBP
ORD                 Sale            31,439       9.6741 GBP
ORD                 Sale            94,134       9.6556 GBP
ORD                 Sale            242,847      9.7030 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                1,816        9.6556 GBP
ORD        SWAP          Long                2,600        9.6271 GBP
ORD        CFD           Long                3,651        9.7349 GBP
ORD        SWAP          Long                221,312      9.7030 GBP
ORD        SWAP          Short               500          9.6814 GBP
ORD        CFD           Short               1,200        9.6928 GBP
ORD        CFD           Short               61,500       9.7570 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:                                   13 Nov 2012
Contact name:                                         Geoff Smith
Telephone number:                                     0203 555 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       XSTRATA 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     2,570,863    7.9303     European   18 Jun
                                                                          2013
ORD        Put Options   Purchased     500,000      8.0000     American   11 Nov
                                                                          2012
ORD        Put Options   Purchased     250,000      9.6000     American   11 Nov
                                                                          2012
ORD        Put Options   Written       -250,000     7.2000     American   11 Nov
                                                                          2012
ORD        Put Options   Written       -500,000     8.0000     American   11 Nov
                                                                          2012
ORD        Put Options   Written       -600,000     8.2000     American   11 Nov
                                                                          2012
ORD        Put Options   Written       -375,000     9.2000     American   11 Nov
                                                                          2012
ORD        Call          Purchased     500,000      11.0000    American   11 Nov
           Options                                                        2012
ORD        Call          Written       -1,000,000   12.0000    American   11 Nov
           Options                                                        2012
ORD        Call          Written       -625,416     12.0000    European   27 Feb
           Options                                                        2013
ORD        Equity        Purchased     21,924,683   20.5248              17 Jun
           Forward                                                        2013

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