XTA: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) XSTRATA PLC UK Regulatory Announcement LONDON 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 XSTRATA PLC whose 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: 21 November 2012 (e) Has the EPT previously disclosed, or is YES: 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: 2,535,974 0.08% 1,086,987 0.04% (2) Derivatives (other than options): 397,707 0.01% 22,581,045 0.75% (3) Options and agreements to purchase/sell: 25,745,546 0.86% 3,350,416 0.11% (4) TOTAL: 28,679,227 0.96% 27,018,448 0.90% 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 473 9.9550 GBP ORD Purchase 616 9.9855 GBP ORD Purchase 1,729 9.9629 GBP ORD Purchase 1,980 9.9699 GBP ORD Purchase 2,044 9.9700 GBP ORD Purchase 2,610 9.9328 GBP ORD Purchase 3,250 9.9858 GBP ORD Purchase 3,449 9.9620 GBP ORD Purchase 4,207 10.0069 GBP ORD Purchase 8,900 14.9000 CHF ORD Purchase 9,076 9.9863 GBP ORD Purchase 12,419 14.9500 CHF ORD Purchase 16,313 9.9959 GBP ORD Purchase 16,887 9.9659 GBP ORD Purchase 33,492 10.0250 GBP ORD Purchase 36,549 9.9841 GBP ORD Purchase 52,913 10.0030 GBP ORD Purchase 115,552 9.9852 GBP ORD Purchase 130,866 9.9839 GBP ORD Purchase 167,457 9.9869 GBP ORD Sale 124 9.9530 GBP ORD Sale 491 9.9437 GBP ORD Sale 579 9.9612 GBP ORD Sale 592 9.8945 GBP ORD Sale 621 9.9492 GBP ORD Sale 1,048 9.9740 GBP ORD Sale 1,108 9.9712 GBP ORD Sale 1,523 9.9744 GBP ORD Sale 1,677 9.9623 GBP ORD Sale 2,000 9.9470 GBP ORD Sale 2,338 9.9772 GBP ORD Sale 4,037 9.9579 GBP ORD Sale 4,078 9.9846 GBP ORD Sale 4,429 9.9628 GBP ORD Sale 5,416 9.9700 GBP ORD Sale 6,920 9.9748 GBP ORD Sale 9,791 9.9743 GBP ORD Sale 21,392 9.9924 GBP ORD Sale 60,690 9.9868 GBP ORD Sale 63,992 10.0000 GBP ORD Sale 95,988 9.9580 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 547 9.9475 GBP ORD CFD Long 660 9.8961 GBP ORD SWAP Long 1,626 9.9734 GBP ORD CFD Long 2,500 9.9700 GBP ORD SWAP Long 4,400 9.9773 GBP ORD CFD Short 79 9.9629 GBP ORD SWAP Short 1,253 9.9264 GBP ORD CFD Short 1,584 9.9774 GBP ORD CFD Short 21,319 14.9313 CHF ORD SWAP Short 33,492 10.0250 GBP ORD CFD Short 77,186 9.9947 GBP ORD SWAP Short 167,457 9.9869 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: 22 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 firstname.lastname@example.org. 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. 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 23 Nov 2012 ORD Put Options Purchased 250,000 9.6000 American 23 Nov 2012 ORD Put Options Written -250,000 7.2000 American 23 Nov 2012 ORD Put Options Written -500,000 8.0000 American 23 Nov 2012 ORD Put Options Written -600,000 8.2000 American 23 Nov 2012 ORD Put Options Written -375,000 9.2000 American 23 Nov 2012 ORD Call Purchased 500,000 11.0000 American 23 Nov Options 2012 ORD Call Written -1,000,000 12.0000 American 23 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
XTA: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) XSTRATA PLC
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