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 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: 11 January 2013 (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: 13,086,280 0.44% 1,335,078 0.04% (2) Derivatives (other than options): 4,084,795 0.14% 36,796,035 1.23% (3) Options and agreements to purchase/sell: 24,831,446 0.83% 1,975,416 0.07% (4) TOTAL: 42,002,521 1.40% 40,106,529 1.34% 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 1,000 11.6300 GBP ORD Purchase 2,101 11.7500 GBP ORD Purchase 2,556 11.6564 GBP ORD Purchase 2,650 11.6063 GBP ORD Purchase 6,884 11.6889 GBP ORD Purchase 11,000 11.5617 GBP ORD Purchase 12,217 11.7037 GBP ORD Purchase 13,406 11.6816 GBP ORD Purchase 16,902 11.7550 GBP ORD Purchase 50,000 11.7446 GBP ORD Purchase 59,535 11.7042 GBP ORD Purchase 68,000 11.6886 GBP ORD Purchase 91,851 11.6207 GBP ORD Sale 53 11.6350 GBP ORD Sale 566 11.6294 GBP ORD Sale 1,000 11.7500 GBP ORD Sale 1,864 11.6178 GBP ORD Sale 2,000 11.5900 GBP ORD Sale 2,000 17.1500 CHF ORD Sale 2,084 11.6007 GBP ORD Sale 2,101 11.6334 GBP ORD Sale 3,016 11.6751 GBP ORD Sale 6,252 11.7365 GBP ORD Sale 8,408 11.5675 GBP ORD Sale 13,873 11.7083 GBP ORD Sale 16,590 11.6937 GBP ORD Sale 17,139 11.7212 GBP ORD Sale 22,821 11.6908 GBP ORD Sale 23,529 11.7517 GBP ORD Sale 29,613 11.7550 GBP ORD Sale 34,488 11.7103 GBP ORD Sale 51,145 11.7242 GBP ORD Sale 55,083 11.7027 GBP ORD Sale 67,111 11.7036 GBP ORD Sale 89,851 11.6214 GBP ORD Sale 3,222,000 11.6230 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 467 11.6471 GBP ORD CFD Long 1,462 11.7533 GBP ORD CFD Long 2,000 17.1474 CHF ORD SWAP Long 5,469 11.7328 GBP ORD SWAP Long 67,111 11.7036 GBP ORD CFD Long 84,219 11.7052 GBP ORD SWAP Short 732 11.7517 GBP ORD SWAP Short 12,654 11.7520 GBP ORD CFD Short 50,000 11.7445 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: 14 Jan 2013 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. 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 Call Purchased 168,000 11.0346 European 16 May Options 2013 ORD Call Purchased 167,900 11.1902 European 13 Mar Options 2013 ORD Put Options Purchased 2,570,863 7.9303 European 18 Jun 2013 ORD Put Options Written -250,000 7.2000 American 13 Jan 2013 ORD Put Options Written -500,000 8.0000 American 13 Jan 2013 ORD Put Options Written -600,000 8.2000 American 13 Jan 2013 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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