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:             28 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  Purchase/sale  Number of   Price per unit
security                           securities   
ORD                 Purchase        969          11.7938 GBP
ORD                 Purchase        1,906        11.7847 GBP
ORD                 Purchase        4,360        11.7720 GBP
ORD                 Purchase        4,602        11.7550 GBP
ORD                 Purchase        4,646        11.7687 GBP
ORD                 Purchase        5,679        11.7778 GBP
ORD                 Purchase        7,475        11.7763 GBP
ORD                 Purchase        18,983       11.7764 GBP
ORD                 Purchase        27,000       11.7917 GBP
ORD                 Purchase        27,000       11.8059 GBP
ORD                 Purchase        36,451       11.7747 GBP
ORD                 Purchase        44,353       11.7694 GBP
ORD                 Purchase        55,763       11.7783 GBP
ORD                 Purchase        63,996       11.7600 GBP
ORD                 Purchase        63,996       11.8050 GBP
ORD                 Sale            431          11.7966 GBP
ORD                 Sale            538          11.7924 GBP
ORD                 Sale            700          11.8050 GBP
ORD                 Sale            1,226        11.7940 GBP
ORD                 Sale            2,160        11.7521 GBP
ORD                 Sale            2,236        11.7653 GBP
ORD                 Sale            3,302        11.7626 GBP
ORD                 Sale            3,926        11.7736 GBP
ORD                 Sale            6,767        11.7850 GBP
ORD                 Sale            12,896       11.7832 GBP
ORD                 Sale            27,008       11.7741 GBP

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  Product      Nature of dealing  Number of   Price per
relevant   description                       reference    unit
security                                   securities   
ORD        SWAP          Long                2,434        11.7532 GBP
ORD        SWAP          Long                4,000        11.7751 GBP
ORD        SWAP          Short               1,500        11.7867 GBP
ORD        CFD           Short               3,862        11.7855 GBP
ORD        CFD           Short               27,000       11.7917 GBP
ORD        CFD           Short               27,000       11.8059 GBP
ORD        CFD           Short               40,744       11.7756 GBP

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 securities  Price per unit
security

(b) Derivatives transactions (other than options)

                           Nature of dealing
Class of    Product                                        Number of     Price
relevant   description   e.g. opening/closing a         reference    per
security                   long/short position,            securities    unit
            e.g. CFD       increasing/reducing a
                           long/short position

(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:  30 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   30 Jan
                                                                          2013
ORD        Put Options   Written       -600,000     8.2000     American   30 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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