Form 8.5 (EPT/NON-RI) - XSTRATA PLC Amendment

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

XSTRATA PLC

  relevant securities this form relates:  
(c) Name of the party to the offer with which exempt Advisor to Offeree
  principal trader is connected  
(d) Date position held/dealing undertaken: 26 November 2012
(e) Has the EPT previously disclosed, or is it YES:
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: 2,383,806 0.08% 923,432 0.03%
           
(2) Derivatives (other than
options): 398,480 0.01% 22,514,306 0.75%
           
(3) Options and agreements to
purchase/sell: 25,745,546 0.86% 3,350,416 0.11%
           
(4) TOTAL:
28,527,832 0.95% 26,788,154 0.89%

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 213 10.1719 GBP
ORD Purchase 435 10.2025 GBP
ORD Purchase 1,484 10.1555 GBP
ORD Purchase 1,491 10.1445 GBP
ORD Purchase 1,800 10.1846 GBP
ORD Purchase 3,021 10.1720 GBP
ORD Purchase 3,309 10.1424 GBP
ORD Purchase 5,244 10.1688 GBP
ORD Purchase 14,651 10.1741 GBP
ORD Purchase 34,687 10.1650 GBP
ORD Purchase 60,302 10.2243 GBP
ORD Purchase 102,659 10.1587 GBP
ORD Sale 1,000 10.1210 GBP
ORD Sale 1,484 10.1555 GBP
ORD Sale 2,439 10.1456 GBP
ORD Sale 2,688 10.1565 GBP
ORD Sale 3,957 10.1506 GBP
ORD Sale 6,155 10.1463 GBP
ORD Sale 31,996 10.1400 GBP
ORD Sale 39,194 10.1712 GBP
ORD Sale 60,302 10.2243 GBP
ORD Sale 65,444 10.1650 GBP
ORD Sale 67,824 10.1541 GBP
ORD Sale 127,984 10.1500 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 500 10.1650 GBP
ORD SWAP Long 739 10.2353 GBP
ORD CFD Long 970 10.1390 GBP
ORD SWAP Long 1,000 10.1209 GBP
ORD CFD Long 68,803 10.1521 GBP
ORD SWAP Short 78 10.2003 GBP
ORD CFD Short 79 10.1508 GBP

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class of relevant security   Product description e.g. call option   Writing, purchasing, selling, varying etc.   Number of securities to which option relates   Exercise price per unit   Type

e.g. American, European etc.

  Expiry date   Option money paid/ received per unit

(ii) Exercising

Class of relevant security   Product description

e.g. call option

  Number of securities   Exercise price per unit

(d) Other dealings (including subscribing for new securities)

Class of relevant security   Nature of dealing

e.g. subscription, conversion

  Details   Price per unit (if applicable)

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: 28 Nov 2012
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 Put Options Purchased 2,570,863 7.9303 European 18 Jun 2013
ORD Put Options Purchased 500,000 8.0000 American 28 Nov 2012
ORD Put Options Purchased 250,000 9.6000 American 28 Nov 2012
ORD Put Options Written -250,000 7.2000 American 28 Nov 2012
ORD Put Options Written -500,000 8.0000 American 28 Nov 2012
ORD Put Options Written -600,000 8.2000 American 28 Nov 2012
ORD Put Options Written -375,000 9.2000 American 28 Nov 2012
ORD Call Options Purchased 500,000 11.0000 American 28 Nov 2012
ORD Call Options Written -1,000,000 12.0000 American 28 Nov 2012
ORD Call Options Written -625,416 12.0000 European 27 Feb 2013
ORD Equity Forward Purchased 21,924,683 20.5248   17 Jun 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.

Short Name: BARCLAYS PLC
Category Code: FEO
Sequence Number: 353673
Time of Receipt (offset from UTC): 20121128T123050+0000

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