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:             25 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              12,311,980   0.41%   908,096       0.03%
                 controlled:
                                                                   
(2)              Derivatives
                 (other than
                 options):           433,793      0.01%   32,351,763    1.08%
                                                                   
(3)              Options and
                 agreements to
                 purchase/sell:      22,260,583   0.74%   1,475,416     0.05%
                                                                   
(4)              TOTAL:
                                     35,006,356   1.16%   34,735,275    1.16%

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        209          11.8150 GBP
ORD                 Purchase        356          11.8050 GBP
ORD                 Purchase        918          11.8640 GBP
ORD                 Purchase        1,490        11.8300 GBP
ORD                 Purchase        1,940        11.8179 GBP
ORD                 Purchase        2,900        11.8161 GBP
ORD                 Purchase        4,160        11.8155 GBP
ORD                 Purchase        18,121       11.7469 GBP
ORD                 Purchase        19,268       11.8300 GBP
ORD                 Purchase        20,000       11.5774 GBP
ORD                 Purchase        20,986       11.7909 GBP
ORD                 Purchase        23,192       11.7942 GBP
ORD                 Purchase        72,355       11.7904 GBP
ORD                 Purchase        96,048       11.7978 GBP
ORD                 Purchase        292,377      11.7890 GBP
ORD                 Sale            40           11.8250 GBP
ORD                 Sale            918          11.8640 GBP
ORD                 Sale            1,118        11.8050 GBP
ORD                 Sale            1,300        11.7300 GBP
ORD                 Sale            4,652        11.7626 GBP
ORD                 Sale            7,854        11.8300 GBP
ORD                 Sale            9,902        11.7818 GBP
ORD                 Sale            12,280       11.7846 GBP
ORD                 Sale            17,246       11.8291 GBP
ORD                 Sale            29,656       11.7572 GBP
ORD                 Sale            129,040      11.7947 GBP
ORD                 Sale            157,063      11.7659 GBP
ORD                 Sale            220,294      11.8096 GBP
ORD                 Sale            650,000      11.7836 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                1,599        11.8042 GBP
ORD        SWAP          Long                3,247        11.8157 GBP
ORD        CFD           Long                8,431        11.7760 GBP
ORD        SWAP          Long                8,800        11.7846 GBP
ORD        CFD           Short               750          11.7224 GBP
ORD        SWAP          Short               2,900        11.8161 GBP
ORD        CFD           Short               7,979        11.6806 GBP
ORD        CFD           Short               20,000       11.5774 GBP
ORD        CFD           Short               14,321       11.8186 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?  NO

Date of disclosure:  YES
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     720.0000   American   27 Jan
                                                                          2013
ORD        Put Options   Written       -600,000     820.0000   American   27 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