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: 13 February 2013 YES: (e) Has the EPT previously disclosed, or is it 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 12,932,728 0.43% 1,033,503 0.03% controlled: (2) Derivatives (other than options): 553,584 0.02% 32,631,409 1.09% (3) Options and agreements to purchase/sell: 22,260,583 0.74% 1,475,416 0.05% (4) TOTAL: 35,746,895 1.19% 35,140,328 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 100 11.8250 GBP ORD Purchase 264 11.7275 GBP ORD Purchase 1,778 11.9650 GBP ORD Purchase 1,827 11.7294 GBP ORD Purchase 3,354 11.8350 GBP ORD Purchase 4,123 11.7152 GBP ORD Purchase 7,600 11.8543 GBP ORD Purchase 15,058 11.8365 GBP ORD Purchase 16,163 11.8887 GBP ORD Purchase 27,633 11.7293 GBP ORD Purchase 27,800 11.5083 GBP ORD Purchase 56,048 11.8682 GBP ORD Purchase 107,158 11.8653 GBP ORD Purchase 120,351 11.7327 GBP ORD Purchase 148,584 11.7150 GBP ORD Sale 169 11.9150 GBP ORD Sale 281 11.5850 GBP ORD Sale 341 11.7250 GBP ORD Sale 384 11.7150 GBP ORD Sale 3,700 11.9204 GBP ORD Sale 4,777 11.8030 GBP ORD Sale 8,011 11.7376 GBP ORD Sale 8,104 11.8071 GBP ORD Sale 10,210 11.8290 GBP ORD Sale 12,242 11.8538 GBP ORD Sale 22,000 11.7223 GBP ORD Sale 32,395 11.8187 GBP ORD Sale 33,953 11.8454 GBP ORD Sale 56,626 11.8162 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 3,700 11.9205 GBP ORD CFD Long 4,717 11.9343 GBP ORD CFD Long 8,581 11.6669 GBP ORD CFD Short 946 11.8851 GBP ORD SWAP Short 1,174 11.8718 GBP ORD SWAP Short 7,600 11.8543 GBP ORD CFD Short 27,800 11.5083 GBP ORD CFD Short 21,992 11.7546 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: 14 Feb 2013 Contact name: Geoff Smith Telephone number: 020 3555 4632 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 15 Feb 2013 ORD Put Options Written -600,000 8.2000 American 15 Feb 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. 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. Contact: BARCLAYS PLC
XTA: BARCLAYS PLC: Form 8.5 (EPT/NON-RI) XSTRATA PLC
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