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      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:      3 December 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:   3,095,813    0.10%   789,608      0.03%
                                                                   
(2)              Derivatives (other
                 than
                 options):            442,504      0.01%   23,309,623   0.78%
                                                                   
(3)              Options and
                 agreements to
                 purchase/sell:       25,745,546   0.86%   3,350,416    0.11%
                                                                   
(4)              TOTAL:
                                      29,283,863   0.97%   27,449,647   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          10.3100 GBP
ORD                 Purchase        387          10.3550 GBP
ORD                 Purchase        720          10.3450 GBP
ORD                 Purchase        958          10.2950 GBP
ORD                 Purchase        1,001        10.3478 GBP
ORD                 Purchase        1,585        10.3400 GBP
ORD                 Purchase        1,659        10.3417 GBP
ORD                 Purchase        1,980        10.3350 GBP
ORD                 Purchase        2,782        10.3582 GBP
ORD                 Purchase        3,519        10.3457 GBP
ORD                 Purchase        6,126        10.3506 GBP
ORD                 Purchase        7,230        15.4000 CHF
ORD                 Purchase        7,231        10.3420 GBP
ORD                 Purchase        8,477        10.3187 GBP
ORD                 Purchase        10,940       10.3466 GBP
ORD                 Purchase        16,419       10.3362 GBP
ORD                 Purchase        17,722       10.3247 GBP
ORD                 Purchase        22,959       10.3055 GBP
ORD                 Purchase        35,600       15.3500 CHF
ORD                 Purchase        50,608       10.3319 GBP
ORD                 Purchase        202,259      10.3258 GBP
ORD                 Sale            219          10.3850 GBP
ORD                 Sale            574          10.3350 GBP
ORD                 Sale            642          10.3238 GBP
ORD                 Sale            798          10.3451 GBP
ORD                 Sale            845          10.3400 GBP
ORD                 Sale            1,741        10.3325 GBP
ORD                 Sale            2,100        10.3015 GBP
ORD                 Sale            2,727        10.3155 GBP
ORD                 Sale            3,000        15.3500 CHF
ORD                 Sale            5,573        10.3285 GBP
ORD                 Sale            6,518        10.3315 GBP
ORD                 Sale            13,804       10.3082 GBP
ORD                 Sale            20,373       10.3406 GBP
ORD                 Sale            25,363       10.3485 GBP
ORD                 Sale            30,397       10.3326 GBP
ORD                 Sale            50,024       10.3467 GBP
ORD                 Sale            55,061       10.3212 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                1,623        10.3794 GBP
ORD        SWAP          Long                2,100        10.3015 GBP
ORD        CFD           Long                3,000        15.3476 CHF
ORD        CFD           Long                28,235       10.3154 GBP
ORD        SWAP          Long                55,061       10.3212 GBP
ORD        CFD           Short               1,649        10.3821 GBP
ORD        SWAP          Short               3,519        10.3457 GBP
ORD        SWAP          Short               15,900       10.3143 GBP
ORD        CFD           Short               42,830       15.3607 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:  5 Dec 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   5 Dec
                                                                          2012
ORD        Put Options   Purchased     250,000      9.6000     American   5 Dec
                                                                          2012
ORD        Put Options   Written       -250,000     7.2000     American   5 Dec
                                                                          2012
ORD        Put Options   Written       -500,000     8.0000     American   5 Dec
                                                                          2012
ORD        Put Options   Written       -600,000     8.2000     American   5 Dec
                                                                          2012
ORD        Put Options   Written       -375,000     9.2000     American   5 Dec
                                                                          2012
ORD        Call          Purchased     500,000      11.0000    American   5 Dec
           Options                                                        2012
ORD        Call          Written       -1,000,000   12.0000    American   5 Dec
           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