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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 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:                 4 April 2013
(e) Has the EPT previously disclosed, or is it today        YES:
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              8,536,515    0.28%   1,019,869     0.03%
                 controlled:
                                                                   
(2)              Derivatives
                 (other than
                 options):           722,664      0.02%   27,387,256    0.91%
                                                                   
(3)              Options and
                 agreements to
                 purchase/sell:      22,260,583   0.74%   850,000       0.03%
                                                                   
(4)              TOTAL:
                                     31,519,762   1.05%   29,257,125    0.97%

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        286          10.5100 GBP
ORD                 Purchase        391          10.5695 GBP
ORD                 Purchase        408          10.3700 GBP
ORD                 Purchase        632          10.5697 GBP
ORD                 Purchase        656          10.5889 GBP
ORD                 Purchase        5,034        10.5496 GBP
ORD                 Purchase        6,557        10.5832 GBP
ORD                 Purchase        10,811       10.5473 GBP
ORD                 Purchase        19,480       10.5482 GBP
ORD                 Purchase        25,541       10.5574 GBP
ORD                 Purchase        25,651       10.5489 GBP
ORD                 Purchase        39,512       10.5126 GBP
ORD                 Purchase        43,447       10.5448 GBP
ORD                 Purchase        85,000       10.5398 GBP
ORD                 Purchase        92,412       10.5374 GBP
ORD                 Purchase        465,567      10.5478 GBP
ORD                 Sale            122          10.5800 GBP
ORD                 Sale            401          10.5900 GBP
ORD                 Sale            538          10.4038 GBP
ORD                 Sale            1,937        10.5651 GBP
ORD                 Sale            2,030        10.5816 GBP
ORD                 Sale            2,146        10.5969 GBP
ORD                 Sale            2,217        10.5509 GBP
ORD                 Sale            2,896        10.5500 GBP
ORD                 Sale            4,373        10.5259 GBP
ORD                 Sale            5,733        10.5100 GBP
ORD                 Sale            10,607       10.5590 GBP
ORD                 Sale            10,929       10.5592 GBP
ORD                 Sale            15,055       10.5809 GBP
ORD                 Sale            22,890       10.5340 GBP
ORD                 Sale            41,926       10.5473 GBP
ORD                 Sale            45,867       10.5607 GBP
ORD                 Sale            49,863       10.5486 GBP
ORD                 Sale            68,313       10.5697 GBP
ORD                 Sale            91,998       10.5528 GBP
ORD                 Sale            133,647      10.5447 GBP
ORD                 Sale            141,276      10.5709 GBP
ORD                 Sale            465,567      10.5478 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                567          10.5826 GBP
ORD        SWAP          Long                1,937        10.5651 GBP
ORD        CFD           Long                3,465        10.5831 GBP
ORD        SWAP          Long                18,818       10.5735 GBP
ORD        CFD           Long                22,890       10.5340 GBP
ORD        SWAP          Long                41,926       10.5473 GBP
ORD        CFD           Long                133,647      10.5447 GBP
ORD        SWAP          Long                133,647      10.5447 GBP
ORD        CFD           Long                141,276      10.5709 GBP
ORD        CFD           Short               3,845        10.5414 GBP
ORD        SWAP          Short               10,618       10.5435 GBP
ORD        SWAP          Short               120,000      10.5321 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:  5 April 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      11.8862    European   24 Sep
           Options                                                        2013
ORD        Put Options   Written       -250,000     7.2000     American   6 Apr
                                                                          2013
ORD        Put Options   Written       -600,000     8.2000     American   6 Apr
                                                                          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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