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)

         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:      6 March 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 security:      ORD
                                  Interests           Short Positions
                                 Number      (%)    Number      (%)
(1)  Relevant securities owned
      and/or controlled:          12,407,022   0.41%  1,271,019    0.04%
                                                              
(2)   Derivatives (other than
      options):                   738,126      0.02%  30,775,364   1.02%
                                                              
(3)   Options and agreements to
      purchase/sell:              22,260,583   0.74%  850,000      0.03%
                                                              
(4)   TOTAL:
                                  35,405,731   1.18%  32,896,383   1.09%

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        352          11.6375 GBP
ORD                 Purchase        861          11.6150 GBP
ORD                 Purchase        1,000        11.6450 GBP
ORD                 Purchase        1,794        11.7154 GBP
ORD                 Purchase        1,897        11.6917 GBP
ORD                 Purchase        3,820        11.6226 GBP
ORD                 Purchase        4,720        11.6501 GBP
ORD                 Purchase        11,767       11.6439 GBP
ORD                 Purchase        13,586       11.7320 GBP
ORD                 Purchase        17,166       11.6161 GBP
ORD                 Purchase        25,000       11.3447 GBP
ORD                 Purchase        25,000       11.5566 GBP
ORD                 Purchase        25,000       11.6107 GBP
ORD                 Purchase        30,622       11.6353 GBP
ORD                 Purchase        31,822       11.6582 GBP
ORD                 Purchase        33,166       11.6191 GBP
ORD                 Purchase        52,462       11.6387 GBP
ORD                 Purchase        85,566       11.6200 GBP
ORD                 Purchase        130,359      11.6443 GBP
ORD                 Purchase        258,303      11.6500 GBP
ORD                 Sale            49           11.6100 GBP
ORD                 Sale            904          11.7235 GBP
ORD                 Sale            1,897        11.6917 GBP
ORD                 Sale            2,455        11.6537 GBP
ORD                 Sale            5,631        11.6721 GBP
ORD                 Sale            6,937        11.6207 GBP
ORD                 Sale            9,875        11.6206 GBP
ORD                 Sale            17,237       11.6851 GBP
ORD                 Sale            25,190       11.6485 GBP
ORD                 Sale            25,427       11.6277 GBP
ORD                 Sale            29,715       11.6745 GBP
ORD                 Sale            36,976       11.6602 GBP
ORD                 Sale            42,263       11.6356 GBP
ORD                 Sale            91,095       11.6564 GBP
ORD                 Sale            120,000      11.6702 GBP
ORD                 Sale            260,539      11.6119 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                49           11.6091 GBP
ORD        SWAP          Long                904          11.7230 GBP
ORD        SWAP          Long                6,222        11.6517 GBP
ORD        CFD           Long                10,000       11.6390 GBP
ORD        CFD           Long                25,000       11.6240 GBP
ORD        CFD           Long                120,000      11.6702 GBP
ORD        CFD           Long                258,303      11.6500 GBP
ORD        SWAP          Short               1,808        11.6729 GBP
ORD        CFD           Short               2,695        11.7615 GBP
ORD        SWAP          Short               3,793        11.6442 GBP
ORD        CFD           Short               11,738       11.7253 GBP
ORD        CFD           Short               25,000       11.3446 GBP
ORD        CFD           Short               25,000       11.5566 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:                                   8 Mar 2013
Contact name:                                         Geoff Smith
Telephone number:                                     0203 555 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 positions/dealings  BARCLAYS CAPITAL SECURITIES
                                                  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   8 Mar
                                                                          2013
ORD        Put Options   Written       -600,000     8.2000     American   8 Mar
                                                                          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