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: 20 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 17,014,032 0.57% 893,228 0.03% controlled: (2) Derivatives (other than options): 441,949 0.01% 37,518,516 1.25% (3) Options and agreements to purchase/sell: 25,745,546 0.86% 3,350,416 0.11% (4) TOTAL: 43,201,527 1.44% 41,762,160 1.39% 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 10.4795 GBP ORD Purchase 865 10.4300 GBP ORD Purchase 2,100 10.5000 GBP ORD Purchase 2,330 10.5022 GBP ORD Purchase 3,006 10.4903 GBP ORD Purchase 5,187 10.4900 GBP ORD Purchase 10,417 10.5104 GBP ORD Purchase 16,607 10.4920 GBP ORD Purchase 17,268 10.4909 GBP ORD Purchase 28,199 10.4819 GBP ORD Purchase 29,926 10.4998 GBP ORD Purchase 38,242 10.4725 GBP ORD Purchase 53,248 10.4800 GBP ORD Purchase 112,422 10.4858 GBP ORD Purchase 152,882 10.4981 GBP ORD Purchase 413,048 10.4915 GBP ORD Purchase 1,000,000 10.5095 GBP ORD Sale 320 15.6500 CHF ORD Sale 688 10.5000 GBP ORD Sale 690 10.4700 GBP ORD Sale 690 10.5223 GBP ORD Sale 712 10.4370 GBP ORD Sale 3,505 10.4780 GBP ORD Sale 3,613 10.4914 GBP ORD Sale 3,900 10.4900 GBP ORD Sale 4,346 10.4630 GBP ORD Sale 4,437 10.4734 GBP ORD Sale 5,000 10.4625 GBP ORD Sale 5,546 10.4295 GBP ORD Sale 9,183 10.4716 GBP ORD Sale 11,042 10.4452 GBP ORD Sale 12,728 10.4300 GBP ORD Sale 12,906 10.4909 GBP ORD Sale 15,000 15.5500 CHF ORD Sale 21,765 10.4286 GBP ORD Sale 28,342 10.4787 GBP ORD Sale 76,883 10.4816 GBP ORD Sale 103,198 10.4621 GBP ORD Sale 500,000 10.5042 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 1,000 10.4435 GBP ORD SWAP Long 1,100 10.4520 GBP ORD CFD Long 15,320 15.5497 CHF ORD CFD Long 19,105 10.4475 GBP ORD SWAP Short 100 10.4802 GBP ORD CFD Short 2,156 10.4967 GBP ORD CFD Short 2,829 10.4643 GBP ORD SWAP Short 3,700 10.4706 GBP ORD CFD Short 8,970 10.5015 GBP ORD CFD Short 33,258 10.5089 GBP ORD SWAP Short 1,000,000 10.5095 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 YES Is a Supplemental Form 8 (Open Positions) attached? Date of disclosure: 21 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 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 22 Dec 2012 ORD Put Options Purchased 250,000 9.6000 American 22 Dec 2012 ORD Put Options Written -250,000 7.2000 American 22 Dec 2012 ORD Put Options Written -500,000 8.0000 American 22 Dec 2012 ORD Put Options Written -600,000 8.2000 American 22 Dec 2012 ORD Put Options Written -375,000 9.2000 American 22 Dec 2012 ORD Call Purchased 500,000 11.0000 American 22 Dec Options 2012 ORD Call Written -1,000,000 12.0000 American 22 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 Number of Type Class of Product Written securities Exercise relevant description or to which price e.g. Expiry security e.g. call purchased option or per unit American, date option derivative European relates etc. 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. Contact: BARCLAYS PLC
XTA: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) XSTRATA PLC
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