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

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

UK Regulatory Announcement

LONDON

                       FORM 8.5 (EPT/NON-RI) AMENDMENT

         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:              23 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:   12,775,362   o.42    888,179      0.03%
                                                                         
(2)              Derivatives (other
                 than
                 options):            443,541      0.01%   32,725,328   1.09%
                                                                         
(3)              Options and
                 agreements to
                 purchase/sell:       22,260,583   0.74%   1,475,416    0.05%
                                                                         
(4)              TOTAL:
                                      35,479,486   1.17%   35,088,923   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        86           11.5150 GBP
ORD                 Purchase        1,066        11.6050 GBP
ORD                 Purchase        1,800        11.5783 GBP
ORD                 Purchase        2,435        11.5784 GBP
ORD                 Purchase        2,588        11.6153 GBP
ORD                 Purchase        3,332        11.5734 GBP
ORD                 Purchase        3,984        Transfer
ORD                 Purchase        4,000        11.5600 GBP
ORD                 Purchase        6,643        11.5643 GBP
ORD                 Purchase        6,863        11.5789 GBP
ORD                 Purchase        7,169        11.6048 GBP
ORD                 Purchase        8,214        11.5620 GBP
ORD                 Purchase        9,510        11.5100 GBP
ORD                 Purchase        11,159       11.5787 GBP
ORD                 Purchase        18,613       11.5510 GBP
ORD                 Purchase        32,899       11.5695 GBP
ORD                 Purchase        39,187       11.5892 GBP
ORD                 Purchase        55,000       11.6155 GBP
ORD                 Purchase        75,210       11.5682 GBP
ORD                 Sale            380          11.5483 GBP
ORD                 Sale            700          11.5787 GBP
ORD                 Sale            902          11.6036 GBP
ORD                 Sale            1,000        11.4900 GBP
ORD                 Sale            1,000        11.5789 GBP
ORD                 Sale            2,435        11.5784 GBP
ORD                 Sale            4,100        11.5700 GBP
ORD                 Sale            5,689        11.5823 GBP
ORD                 Sale            6,402        11.5100 GBP
ORD                 Sale            6,543        11.5820 GBP
ORD                 Sale            11,297       11.6043 GBP
ORD                 Sale            18,950       11.5798 GBP
ORD                 Sale            55,984       11.5628 GBP
ORD                 Sale            81,371       11.5834 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                380          11.5482 GBP
ORD        SWAP          Long                1,380        11.5362 GBP
ORD        CFD           Short               846          11.5152 GBP
ORD        SWAP          Short               1,800        11.5784 GBP
ORD        CFD           Short               24,716       11.5615 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:   25 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 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   25 Jan
                                                                          2013
ORD        Put Options   Written       -600,000     8.2000     American   25 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