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: 10 December 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: 2,892,421 0.10% 961,962 0.03% (2) Derivatives (other than options): 432,768 0.01% 23,197,389 0.77% (3) Options and agreements to purchase/sell: 25,745,546 0.86% 3,350,416 0.11% (4) TOTAL: 29,070,735 0.97% 27,509,767 0.92% 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 380 10.3500 GBP ORD Purchase 757 10.3537 GBP ORD Purchase 1,000 10.3550 GBP ORD Purchase 2,203 10.3516 GBP ORD Purchase 2,400 10.3415 GBP ORD Purchase 5,268 10.3532 GBP ORD Purchase 5,898 10.3485 GBP ORD Purchase 8,077 10.3339 GBP ORD Purchase 10,928 10.3293 GBP ORD Purchase 16,400 10.3341 GBP ORD Purchase 21,782 10.3405 GBP ORD Purchase 46,109 10.3372 GBP ORD Purchase 52,741 10.3334 GBP ORD Purchase 200,000 10.3322 GBP ORD Sale 200 10.3668 GBP ORD Sale 557 10.3496 GBP ORD Sale 839 10.3957 GBP ORD Sale 1,000 10.3454 GBP ORD Sale 1,487 15.4500 CHF ORD Sale 2,160 10.3250 GBP ORD Sale 2,203 10.3516 GBP ORD Sale 3,873 10.3336 GBP ORD Sale 4,126 10.3398 GBP ORD Sale 5,234 10.3422 GBP ORD Sale 5,419 10.3440 GBP ORD Sale 8,052 10.3576 GBP ORD Sale 9,013 10.3524 GBP ORD Sale 16,300 10.3423 GBP ORD Sale 16,805 10.3504 GBP ORD Sale 17,124 10.3430 GBP ORD Sale 17,572 10.3095 GBP ORD Sale 20,200 10.3247 GBP ORD Sale 66,246 10.3478 GBP ORD Sale 100,000 10.3559 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 1,000 10.3454 GBP ORD CFD Long 1,487 15.4476 CHF ORD CFD Long 3,527 10.3693 GBP ORD SWAP Long 5,234 10.3422 GBP ORD CFD Long 8,623 10.3535 GBP ORD SWAP Long 17,572 10.3095 GBP ORD SWAP Short 2,400 10.3415 GBP ORD CFD Short 28,755 10.3372 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: 11 Dec 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 12 Dec 2012 ORD Put Options Purchased 250,000 9.6000 American 12 Dec 2012 ORD Put Options Written -250,000 7.2000 American 12 Dec 2012 ORD Put Options Written -500,000 8.0000 American 12 Dec 2012 ORD Put Options Written -600,000 8.2000 American 12 Dec 2012 ORD Put Options Written -375,000 9.2000 American 12 Dec 2012 ORD Call Purchased 500,000 11.0000 American 12 Dec Options 2012 ORD Call Written -1,000,000 12.0000 American 12 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
XTA: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) - XSTRATA PLC
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