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 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 January 2013 (e) Has the EPT previously disclosed, or is it today YES: GLENCORE INTL PLC disclosing, under the Code in respect of any other party to this offer? 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: 12,688,465 0.42% 1,168,719 0.04% (2) Derivatives (other than options): 717,421 0.02% 32,726,749 1.09% (3) Options and agreements to purchase/sell: 22,260,583 0.74% 1,475,416 0.05% (4) TOTAL: 35,666,469 1.19% 35,370,884 1.18% 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 300 11.4519 GBP ORD Purchase 723 11.5450 GBP ORD Purchase 1,210 11.4427 GBP ORD Purchase 2,300 11.5130 GBP ORD Purchase 3,077 11.4906 GBP ORD Purchase 5,310 11.4821 GBP ORD Purchase 6,120 11.5400 GBP ORD Purchase 8,088 11.4956 GBP ORD Purchase 10,834 11.4725 GBP ORD Purchase 13,133 11.4822 GBP ORD Purchase 26,905 11.4864 GBP ORD Purchase 100,000 11.4482 GBP ORD Sale 100 11.4450 GBP ORD Sale 200 11.4561 GBP ORD Sale 377 11.4900 GBP ORD Sale 625 11.4950 GBP ORD Sale 1,480 11.4692 GBP ORD Sale 2,270 11.5058 GBP ORD Sale 2,667 11.5017 GBP ORD Sale 4,244 11.5051 GBP ORD Sale 5,818 11.4946 GBP ORD Sale 8,494 11.4379 GBP ORD Sale 15,365 11.4897 GBP ORD Sale 19,597 11.5400 GBP ORD Sale 28,000 11.4939 GBP ORD Sale 34,841 11.4984 GBP (b) Derivatives transactions (other than options) Class of Product Nature of dealing Number of Price per relevant description reference unit security securities ORD SWAP Long 2,667 11.5017 GBP ORD CFD Long 7,284 11.4367 GBP ORD SWAP Short 60 11.5416 GBP ORD SWAP Short 2,300 11.5130 GBP ORD CFD Short 100,000 11.4482 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 YES Is a Supplemental Form 8 (Open Positions) attached? Date of disclosure: 22 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. 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 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 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 23 Jan 2013 ORD Put Options Written -600,000 8.2000 American 23 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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