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 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: 23 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: 2,558,318 0.09% 916,773 0.03% (2) Derivatives (other than options): 396,589 0.01% 22,584,270 0.75% (3) Options and agreements to purchase/sell: 25,745,546 0.86% 3,350,416 0.11% (4) TOTAL: 28,700,453 0.96% 26,851,459 0.89% 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 10.2900 GBP ORD Purchase 1,290 10.3017 GBP ORD Purchase 4,142 10.2153 GBP ORD Purchase 7,186 10.2919 GBP ORD Purchase 9,658 10.2101 GBP ORD Purchase 16,749 10.2815 GBP ORD Purchase 27,932 10.2893 GBP ORD Purchase 48,038 10.2799 GBP ORD Purchase 101,030 10.2866 GBP ORD Sale 100 10.2700 GBP ORD Sale 632 15.3000 CHF ORD Sale 700 10.2935 GBP ORD Sale 780 10.2103 GBP ORD Sale 1,531 10.2271 GBP ORD Sale 1,767 10.2728 GBP ORD Sale 4,740 10.2263 GBP ORD Sale 10,296 10.2000 GBP ORD Sale 10,787 10.2509 GBP ORD Sale 13,355 10.2752 GBP ORD Sale 14,878 10.2688 GBP ORD Sale 35,973 10.2920 GBP ORD Sale 51,385 10.2631 GBP ORD Sale 65,298 10.1647 GBP (b) Derivatives transactions (other than options) Class of Product Nature of dealing Number of Price per relevant description reference unit security securities ORD SWAP Long 100 10.2773 GBP ORD CFD Long 119 10.3141 GBP ORD CFD Long 632 15.2977 CHF ORD SWAP Long 661 10.1911 GBP ORD SWAP Long 700 10.2934 GBP ORD CFD Long 8,000 10.2000 GBP ORD SWAP Long 65,298 10.1647 GBP ORD SWAP Short 888 10.2647 GBP ORD CFD Short 4,237 10.2783 GBP ORD CFD Short 23,789 10.2810 GBP ORD CFD Short 24,000 10.3209 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: 26 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 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. 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 25 Nov 2012 ORD Put Options Purchased 250,000 9.6000 American 25 Nov 2012 ORD Put Options Written -250,000 7.2000 American 25 Nov 2012 ORD Put Options Written -500,000 8.0000 American 25 Nov 2012 ORD Put Options Written -600,000 8.2000 American 25 Nov 2012 ORD Put Options Written -375,000 9.2000 American 25 Nov 2012 ORD Call Purchased 500,000 11.0000 American 25 Nov Options 2012 ORD Call Written -1,000,000 12.0000 American 25 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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