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

  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
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.

                     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