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

                                  Amendment

                            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   XSTRATA 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:         12 November 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?              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:   3,792,309    0.12%   419,338       0.01%
                                                                   
(2)             Derivatives (other
                than
                options):            118,673      0.00%   23,646,801    0.79%
                                                                   
(3)             Options and
                agreements to
                purchase/sell:       25,745,546   0.86%   3,350,416     0.11%
                                                                   
(4)             TOTAL:
                                     29,656,528   0.98%   27,416,555    0.91%

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        100          14.4000 CHF
ORD                 Purchase        262          9.5830 GBP
ORD                 Purchase        399          9.6300 GBP
ORD                 Purchase        500          9.6014 GBP
ORD                 Purchase        547          14.4500 CHF
ORD                 Purchase        771          9.5600 GBP
ORD                 Purchase        853          9.6138 GBP
ORD                 Purchase        1,565        9.6089 GBP
ORD                 Purchase        1,852        9.5928 GBP
ORD                 Purchase        2,083        9.6150 GBP
ORD                 Purchase        2,338        9.5450 GBP
ORD                 Purchase        2,427        9.5988 GBP
ORD                 Purchase        2,428        9.5903 GBP
ORD                 Purchase        3,026        9.5680 GBP
ORD                 Purchase        3,864        9.5642 GBP
ORD                 Purchase        4,635        9.6070 GBP
ORD                 Purchase        6,144        9.5722 GBP
ORD                 Purchase        8,028        9.5462 GBP
ORD                 Purchase        12,363       14.5500 CHF
ORD                 Purchase        16,883       9.5455 GBP
ORD                 Purchase        18,051       9.5456 GBP
ORD                 Purchase        25,000       9.5647 GBP
ORD                 Purchase        27,185       9.5872 GBP
ORD                 Purchase        50,000       9.5800 GBP
ORD                 Purchase        66,354       9.6134 GBP
ORD                 Purchase        95,906       9.6580 GBP
ORD                 Sale            300          9.6207 GBP
ORD                 Sale            304          9.5623 GBP
ORD                 Sale            1,163        9.5798 GBP
ORD                 Sale            1,270        9.5675 GBP
ORD                 Sale            2,396        9.5888 GBP
ORD                 Sale            2,524        9.6137 GBP
ORD                 Sale            4,064        9.5924 GBP
ORD                 Sale            10,985       9.5862 GBP
ORD                 Sale            11,444       9.6214 GBP
ORD                 Sale            21,338       9.5576 GBP
ORD                 Sale            23,138       9.5516 GBP
ORD                 Sale            29,382       9.5938 GBP
ORD                 Sale            62,964       9.6331 GBP
ORD                 Sale            75,226       9.5600 GBP
ORD                 Sale            1,513,309    9.5760 GBP
ORD                 Sale            2,004,330    9.5570 GBP
ORD                 Sale            3,957,053    9.5700 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                375          9.5756 GBP
ORD        CFD           Long                3,356        9.5562 GBP
ORD        CFD           Long                6,220        9.6462 GBP
ORD        CFD           Long                1,513,309    9.5760 GBP
ORD        SWAP          Short               500          9.6014 GBP
ORD        CFD           Short               7,469        9.5812 GBP
ORD        CFD           Short               13,010       14.5468 CHF

(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:  14 Nov 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     XSTRATA 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     2,570,863    7.9303     European   18 Jun
                                                                          2013
ORD        Put Options   Purchased     500,000      8.0000     American   14 Nov
                                                                          2012
ORD        Put Options   Purchased     250,000      9.6000     American   14 Nov
                                                                          2012
ORD        Put Options   Written       -250,000     7.2000     American   14 Nov
                                                                          2012
ORD        Put Options   Written       -500,000     8.0000     American   14 Nov
                                                                          2012
ORD        Put Options   Written       -600,000     8.2000     American   14 Nov
                                                                          2012
ORD        Put Options   Written       -375,000     9.2000     American   14 Nov
                                                                          2012
ORD        Call          Purchased     500,000      11.0000    American   14 Nov
           Options                                                        2012
ORD        Call          Written       -1,000,000   12.0000    American   14 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