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 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 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
XTA: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) - XSTRATA PLC - Amendment
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