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:                 21 December 2012
(e) Has the EPT previously disclosed, or is it today        YES:
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              18,208,716   0.61%   919,150       0.03%
                 controlled:
                                                                   
(2)              Derivatives
                 (other than
                 options):           455,764      0.02%   38,359,995    1.28%
                                                                   
(3)              Options and
                 agreements to
                 purchase/sell:      24,495,546   0.82%   1,975,416     0.07%
                                                                   
(4)              TOTAL:
                                     43,160,026   1.44%   41,254,561    1.37%

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

(a)                Purchases and sales             
Class of relevant   Purchase/sale         Number of    Price per unit
security                                 securities   
ORD                 Purchase              261          10.3375 GBP
ORD                 Purchase              2,185        10.2915 GBP
ORD                 Purchase              2,404        10.3450 GBP
ORD                 Purchase              2,485        10.4316 GBP
ORD                 Purchase              3,172        10.3850 GBP
ORD                 Purchase              4,474        10.3165 GBP
ORD                 Purchase              4,828        10.3863 GBP
ORD                 Purchase              4,950        10.4248 GBP
ORD                 Purchase              5,643        10.3414 GBP
ORD                 Purchase              24,535       10.3574 GBP
ORD                 Purchase              25,586       10.3459 GBP
ORD                 Purchase              73,914       10.3886 GBP
ORD                 Purchase              123,210      10.3599 GBP
ORD                 Purchase              128,024      10.3600 GBP
ORD                 Purchase              202,000      10.5100 GBP
ORD                 Purchase              845,079      10.3488 GBP
ORD                 Sale                  198          10.5047 GBP
ORD                 Sale                  256          15.5000 CHF
ORD                 Sale                  467          10.3657 GBP
ORD                 Sale                  600          10.3033 GBP
ORD                 Sale                  758          10.3716 GBP
ORD                 Sale                  989          10.3850 GBP
ORD                 Sale                  1,000        15.2500 CHF
ORD                 Sale                  1,134        10.5100 GBP
ORD                 Sale                  1,804        10.3540 GBP
ORD                 Sale                  2,000        15.3500 CHF
ORD                 Sale                  2,186        10.3804 GBP
ORD                 Sale                  2,714        10.3495 GBP
ORD                 Sale                  3,200        10.4393 GBP
ORD                 Sale                  3,206        10.4327 GBP
ORD                 Sale                  4,119        10.3559 GBP
ORD                 Sale                  4,493        10.3744 GBP
ORD                 Sale                  6,864        10.3127 GBP
ORD                 Sale                  22,175       10.3954 GBP
ORD                 Sale                  30,726       10.3450 GBP
ORD                 Sale                  35,525       10.5007 GBP
ORD                 Sale                  38,386       10.4259 GBP
ORD                 Sale                  44,183       10.3721 GBP
ORD                 Sale                  64,012       10.5200 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                100          10.3741 GBP
ORD        SWAP          Long                1,500        10.5092 GBP
ORD        SWAP          Long                1,700        10.3775 GBP
ORD        CFD           Long                2,572        10.4597 GBP
ORD        CFD           Long                3,256        15.3287 CHF
ORD        SWAP          Long                6,864        10.3126 GBP
ORD        CFD           Long                13,715       10.3915 GBP
ORD        SWAP          Short               400          10.4065 GBP
ORD        CFD           Short               1,828        10.2957 GBP
ORD        SWAP          Short               73,914       10.3917 GBP
ORD        SWAP          Short               845,079      10.3488 GBP

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class     Product      Writing,     Number      Exercise  Type      Expiry  Option
of         description   purchasing,   of           price                 date     money
relevant                 selling,      securities   per unit                       paid/
security                 varying etc   to which                                    received
                                       option                                      per unit
                                    relates                                  
ORD        Call          Purchasing    1,000,000    12.00      American   21 Dec   TRANSFER
           Options                                  GBP                   2012
ORD        Call          Selling       500,000      11.00      American   21 Dec   TRANSFER
           Options                                  GBP                   2012
ORD        Put Options   Purchasing    375,000      9.20 GBP   American   21 Dec   TRANSFER
                                                                          2012
ORD        Put Options   Selling       500,000      8.00 GBP   American   21 Dec   TRANSFER
                                                                          2012
ORD        Put Options   Selling       250,000      9.60 GBP   American   21 Dec   TRANSFER
                                                                          2012

(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:  28 December 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.

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   Written       -250,000     7.2000     American   23 Dec
                                                                          2012
ORD        Put Options   Written       -500,000     8.0000     American   23 Dec
                                                                          2012
ORD        Put Options   Written       -600,000     8.2000     American   23 Dec
                                                                          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