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

  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:      14 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:   12,528,390   0.42%   1,382,964    0.05%
                                                                         
(2)              Derivatives (other
                 than
                 options):            874,835      0.03%   33,044,046   1.10%
                                                                         
(3)              Options and
                 agreements to
                 purchase/sell:       22,260,583   0.74%   1,475,416    0.05%
                                                                         
(4)              TOTAL:
                                      35,663,808   1.19%   35,902,426   1.20%

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          11.7595 GBP
ORD                 Purchase        506          11.7200 GBP
ORD                 Purchase        1,208        11.7583 GBP
ORD                 Purchase        1,800        11.7593 GBP
ORD                 Purchase        2,258        11.7549 GBP
ORD                 Purchase        3,408        11.7362 GBP
ORD                 Purchase        3,415        11.7481 GBP
ORD                 Purchase        8,866        11.7450 GBP
ORD                 Purchase        20,000       11.7700 GBP
ORD                 Purchase        20,281       11.7431 GBP
ORD                 Purchase        48,981       11.7451 GBP
ORD                 Purchase        63,984       11.7550 GBP
ORD                 Purchase        84,881       11.7500 GBP
ORD                 Sale            93           11.7195 GBP
ORD                 Sale            355          11.7450 GBP
ORD                 Sale            1,000        11.7150 GBP
ORD                 Sale            1,151        11.7531 GBP
ORD                 Sale            4,372        11.7315 GBP
ORD                 Sale            4,717        11.7431 GBP
ORD                 Sale            4,820        11.7305 GBP
ORD                 Sale            5,043        11.7500 GBP
ORD                 Sale            5,900        11.7353 GBP
ORD                 Sale            7,547        11.7322 GBP
ORD                 Sale            12,395       11.7294 GBP
ORD                 Sale            13,824       11.7310 GBP
ORD                 Sale            23,345       11.7356 GBP
ORD                 Sale            28,504       11.7466 GBP
ORD                 Sale            38,388       11.7248 GBP
ORD                 Sale            40,808       11.7409 GBP
ORD                 Sale            43,118       11.7222 GBP
ORD                 Sale            47,733       11.7476 GBP
ORD                 Sale            53,488       11.7368 GBP
ORD                 Sale            530,000      11.7262 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                1,160        11.7552 GBP
ORD        SWAP          Long                5,900        11.7353 GBP
ORD        CFD           Long                6,780        11.7485 GBP
ORD        SWAP          Short               11           11.7390 GBP
ORD        SWAP          Short               1,800        11.7592 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        Put Options   Purchasing    500,000      8 GBP      American   21 Jun   0.0600
                                                                          2013     GBP

(ii) Exercising

Class of relevant   Product description   Number of    Exercise price per
security                                  securities   unit
ORD                 Put Options           2,570,863    7.9303 GBP

(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:   15 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
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.

                     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   Written       -250,000     7.2000     American   16 Jan
                                                                          2013
ORD        Put Options   Written       -600,000     8.2000     American   16 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