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:                 27 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:   3,504,791    0.12%   1,047,595    0.03%
                                                                   
(2)              Derivatives (other
                 than
                 options):            416,705      0.01%   23,496,259   0.78%
                                                                   
(3)              Options and
                 agreements to
                 purchase/sell:       25,745,546   0.86%   3,350,416    0.11%
                                                                   
(4)              TOTAL:
                                      29,667,042   0.99%   27,894,270   0.93%

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        4            10.2450 GBP
ORD                 Purchase        21           10.1500 GBP
ORD                 Purchase        106          10.1539 GBP
ORD                 Purchase        1,300        10.1859 GBP
ORD                 Purchase        3,006        10.1969 GBP
ORD                 Purchase        3,007        10.1471 GBP
ORD                 Purchase        7,867        10.1150 GBP
ORD                 Purchase        16,669       10.1868 GBP
ORD                 Purchase        19,770       10.1661 GBP
ORD                 Purchase        55,805       10.1988 GBP
ORD                 Purchase        83,723       10.2703 GBP
ORD                 Purchase        132,500      10.0848 GBP
ORD                 Purchase        240,299      10.1363 GBP
ORD                 Purchase        1,000,000    10.2221 GBP
ORD                 Sale            589          10.0700 GBP
ORD                 Sale            600          10.1110 GBP
ORD                 Sale            861          10.1600 GBP
ORD                 Sale            2,828        10.1141 GBP
ORD                 Sale            3,359        10.1454 GBP
ORD                 Sale            4,198        10.1139 GBP
ORD                 Sale            4,701        10.1188 GBP
ORD                 Sale            4,925        10.1210 GBP
ORD                 Sale            9,383        10.1375 GBP
ORD                 Sale            12,825       10.1152 GBP
ORD                 Sale            14,420       9.9000 GBP
ORD                 Sale            35,853       10.1190 GBP
ORD                 Sale            51,351       10.1180 GBP
ORD                 Sale            114,210      10.1264 GBP
ORD                 Sale            127,984      10.1000 GBP
ORD                 Sale            185,378      10.1150 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                600          10.1107 GBP
ORD        CFD           Long                2,460        10.1128 GBP
ORD        CFD           Long                121,583      10.1150 GBP
ORD        SWAP          Short               1,300        10.1860 GBP
ORD        CFD           Short               1,548        10.1098 GBP
ORD        SWAP          Short               83,723       10.2703 GBP
ORD        SWAP          Short               1,000,000    10.2221 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:                                   29 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   29 Nov
                                                                          2012
ORD        Put Options   Purchased     250,000      9.6000     American   29 Nov
                                                                          2012
ORD        Put Options   Written       -250,000     7.2000     American   29 Nov
                                                                          2012
ORD        Put Options   Written       -500,000     8.0000     American   29 Nov
                                                                          2012
ORD        Put Options   Written       -600,000     8.2000     American   29 Nov
                                                                          2012
ORD        Put Options   Written       -375,000     9.2000     American   29 Nov
                                                                          2012
ORD        Call          Purchased     500,000      11.0000    American   29 Nov
           Options                                                        2012
ORD        Call          Written       -1,000,000   12.0000    American   29 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
 
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