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 whose   XSTRATA PLC
   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:         17 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                           ORD                           
security:
                                     Interests           Short         
                                                          Positions
                                   Number       (%)     Number        (%)
(1)             Relevant
                securities owned
                and/or controlled:   12,531,216   0.42%   1,111,855     0.04%
                                                                   
(2)             Derivatives (other
                than
                options):            678,701      0.02%   32,560,182    1.08%
                                                                   
(3)             Options and
                agreements to
                purchase/sell:       22,260,583   0.74%   1,475,416     0.05%
                                                                   
(4)             TOTAL:
                                     35,470,500   1.18%   35,147,453    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        776          11.2672 GBP
ORD                 Purchase        1,455        11.3400 GBP
ORD                 Purchase        2,000        11.2900 GBP
ORD                 Purchase        2,841        11.1903 GBP
ORD                 Purchase        3,997        11.2579 GBP
ORD                 Purchase        4,578        11.2783 GBP
ORD                 Purchase        5,000        11.3850 GBP
ORD                 Purchase        5,745        11.2790 GBP
ORD                 Purchase        6,428        11.2908 GBP
ORD                 Purchase        7,101        11.2706 GBP
ORD                 Purchase        7,828        11.3800 GBP
ORD                 Purchase        9,447        11.2418 GBP
ORD                 Purchase        10,000       11.2050 GBP
ORD                 Purchase        12,264       11.2700 GBP
ORD                 Purchase        35,508       11.2662 GBP
ORD                 Purchase        38,718       11.2759 GBP
ORD                 Purchase        71,414       11.3121 GBP
ORD                 Purchase        92,899       11.4655 GBP
ORD                 Purchase        282,170      11.2932 GBP
ORD                 Sale            24           11.3450 GBP
ORD                 Sale            113          11.2809 GBP
ORD                 Sale            221          11.3100 GBP
ORD                 Sale            238          11.3222 GBP
ORD                 Sale            663          11.2654 GBP
ORD                 Sale            900          11.4050 GBP
ORD                 Sale            2,026        11.2899 GBP
ORD                 Sale            2,500        11.2000 GBP
ORD                 Sale            2,626        11.1500 GBP
ORD                 Sale            3,692        11.3806 GBP
ORD                 Sale            8,230        11.3507 GBP
ORD                 Sale            9,613        11.2772 GBP
ORD                 Sale            13,957       11.2859 GBP
ORD                 Sale            16,739       11.2728 GBP
ORD                 Sale            18,189       11.3441 GBP
ORD                 Sale            32,688       11.3800 GBP
ORD                 Sale            41,781       11.2897 GBP
ORD                 Sale            50,000       11.3606 GBP
ORD                 Sale            97,156       11.2867 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                52           11.3340 GBP
ORD        SWAP          Long                1,315        11.3560 GBP
ORD        SWAP          Long                3,692        11.3805 GBP
ORD        CFD           Long                4,008        11.3642 GBP
ORD        CFD           Short               2,841        11.1903 GBP
ORD        SWAP          Short               5,745        11.2789 GBP
ORD        CFD           Short               9,306        11.2143 GBP
ORD        CFD           Short               35,508       11.2662 GBP
ORD        CFD           Short               92,899       11.4655 GBP
ORD        CFD           Short               105,214      11.2429 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:  18 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.

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                    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   19 Jan
                                                                          2013
ORD        Put Options   Written       -600,000     8.2000     American   19 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
 
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