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

  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      XSTRATA PLC
      whose
     relevant securities this form relates:      
(c)   Name of the party to the offer with which   Advisor to Offeree
      exempt
     principal trader is connected               
(d)   Date position held/dealing undertaken:      19 February 2013
(e)   Has the EPT previously disclosed, or is     YES:
      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              12,464,963   0.42%   1,030,653     0.03%
                 controlled:
                                                                   
(2)              Derivatives
                 (other than
                 options):           568,907      0.02%   32,013,784    1.07%
                                                                   
(3)              Options and
                 agreements to
                 purchase/sell:      22,260,583   0.74%   1,475,416     0.05%
                                                                   
(4)              TOTAL:
                                     35,294,453   1.18%   34,519,853    1.15%

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        183          11.7450 GBP
ORD                 Purchase        1,276        11.7780 GBP
ORD                 Purchase        1,577        11.7724 GBP
ORD                 Purchase        1,593        11.7750 GBP
ORD                 Purchase        3,000        11.7700 GBP
ORD                 Purchase        3,789        11.7849 GBP
ORD                 Purchase        5,962        11.7858 GBP
ORD                 Purchase        9,399        11.7798 GBP
ORD                 Purchase        29,823       11.7773 GBP
ORD                 Purchase        30,229       11.7805 GBP
ORD                 Purchase        60,335       11.7770 GBP
ORD                 Purchase        71,510       11.7739 GBP
ORD                 Sale            183          11.7450 GBP
ORD                 Sale            441          11.7700 GBP
ORD                 Sale            1,534        11.7751 GBP
ORD                 Sale            2,236        11.7367 GBP
ORD                 Sale            3,586        11.7708 GBP
ORD                 Sale            4,543        11.7716 GBP
ORD                 Sale            8,510        11.7748 GBP
ORD                 Sale            11,124       11.7781 GBP
ORD                 Sale            16,084       11.7750 GBP
ORD                 Sale            16,824       11.7601 GBP
ORD                 Sale            24,326       11.7776 GBP
ORD                 Sale            36,638       11.7744 GBP
ORD                 Sale            110,686      11.7558 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                562          11.7982 GBP
ORD        CFD           Long                1,594        11.7750 GBP
ORD        SWAP          Long                3,586        11.7708 GBP
ORD        CFD           Long                18,438       11.7543 GBP
ORD        SWAP          Short               5,962        11.7858 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:  20 Feb 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.

                     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 the person whose                    BARCLAYS CAPITAL SECURITIES
positions/dealings                               LTD
are being disclosed:                             
Name of offeror/offeree in relation to whose     XSTRATA PLC
relevant securities this from 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   21 Feb
                                                                          2013
ORD        Put Options   Written       -600,000     8.2000     American   21 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.

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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