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 Offeror
    exempt
    principal trader is connected                  
(d) Date position held/dealing undertaken:        16 January 2013
(e) Has the EPT previously disclosed, or is it    YES:
    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 security:       ORD
                                  Interests            Short Positions
                                  Number       (%)     Number       (%)
(1)   Relevant securities owned
      and/or controlled:          12,360,392   0.41%   1,226,236    0.04%
                                                                     
(2)   Derivatives (other than
      options):                   788,803      0.03%   32,415,454   1.08%
                                                                     
(3)   Options and agreements to
      purchase/sell:              22,260,583   0.74%   1,475,416    0.05%
                                                                     
(4)   TOTAL:
                                  35,409,778   1.18%   35,117,106   1.17%

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        109          11.4150 GBP
ORD                 Purchase        343          11.5800 GBP
ORD                 Purchase        633          11.5860 GBP
ORD                 Purchase        974          11.5600 GBP
ORD                 Purchase        3,067        11.3951 GBP
ORD                 Purchase        6,223        11.4912 GBP
ORD                 Purchase        6,900        11.3981 GBP
ORD                 Purchase        7,200        11.3973 GBP
ORD                 Purchase        13,556       11.4277 GBP
ORD                 Purchase        18,674       11.5065 GBP
ORD                 Purchase        26,497       11.5035 GBP
ORD                 Purchase        35,980       11.4514 GBP
ORD                 Purchase        37,186       11.4377 GBP
ORD                 Purchase        76,040       11.4973 GBP
ORD                 Purchase        136,131      11.4705 GBP
ORD                 Purchase        293,903      11.4080 GBP
ORD                 Purchase        1,775,836    11.4354 GBP
ORD                 Sale            120          11.5383 GBP
ORD                 Sale            236          11.5700 GBP
ORD                 Sale            513          11.5977 GBP
ORD                 Sale            1,584        11.3674 GBP
ORD                 Sale            2,481        11.4250 GBP
ORD                 Sale            2,500        11.3555 GBP
ORD                 Sale            3,237        11.5510 GBP
ORD                 Sale            3,490        11.4911 GBP
ORD                 Sale            3,777        11.3625 GBP
ORD                 Sale            7,737        11.4222 GBP
ORD                 Sale            8,620        11.4775 GBP
ORD                 Sale            24,753       11.4261 GBP
ORD                 Sale            27,017       11.4480 GBP
ORD                 Sale            47,004       11.3909 GBP
ORD                 Sale            55,174       11.7314 GBP
ORD                 Sale            93,117       11.5251 GBP
ORD                 Sale            102,919      11.4362 GBP
ORD                 Sale            140,105      11.4583 GBP
ORD                 Sale            143,558      11.4055 GBP
ORD                 Sale            1,440,933    11.4404 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                815          11.3775 GBP
ORD        CFD           Long                516          11.7684 GBP
ORD        CFD           Long                1,137        11.4236 GBP
ORD        SWAP          Long                2,140        11.3904 GBP
ORD        SWAP          Long                2,500        11.3554 GBP
ORD        SWAP          Long                93,117       11.5251 GBP
ORD        SWAP          Short               7,200        11.3973 GBP
ORD        CFD           Short               7,417        11.5802 GBP
ORD        CFD           Short               148,910      11.4434 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:                                   17 Jan 2013
Contact name:                                         Geoff Smith
Telephone number:                                     0203 555 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.

143221.01

                     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 positions/dealings BARCLAYS CAPITAL SECURITIES
                                                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   18 Jan
                                                                          2013
ORD        Put Options   Written       -600,000     8.2000     American   18 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