Form 8.5 (EPT/NON-RI) XSTRATA PLC

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: 17 December 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: 11,637,291 0.39% 983,624 0.03%
           
(2) Derivatives (other than
options): 438,796 0.01% 32,032,339 1.07%
           
(3) Options and agreements to
purchase/sell: 25,745,546 0.86% 3,350,416 0.11%
           
(4) TOTAL:
37,821,633 1.26% 36,366,379 1.21%

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 312 10.4050 GBP
ORD Purchase 752 10.5067 GBP
ORD Purchase 2,183 10.5100 GBP
ORD Purchase 2,500 10.4920 GBP
ORD Purchase 5,217 10.4030 GBP
ORD Purchase 6,505 10.4950 GBP
ORD Purchase 8,200 10.5300 GBP
ORD Purchase 8,642 10.4871 GBP
ORD Purchase 9,200 15.5500 CHF
ORD Purchase 10,914 10.4957 GBP
ORD Purchase 11,184 10.4187 GBP
ORD Purchase 19,412 10.5014 GBP
ORD Purchase 27,000 10.4750 GBP
ORD Purchase 37,507 10.4999 GBP
ORD Purchase 50,000 10.5174 GBP
ORD Purchase 68,400 10.4814 GBP
ORD Purchase 133,159 10.4956 GBP
ORD Purchase 1,500,000 10.5182 GBP
ORD Sale 649 10.4916 GBP
ORD Sale 1,449 10.4750 GBP
ORD Sale 1,519 10.5214 GBP
ORD Sale 1,942 10.5035 GBP
ORD Sale 1,950 10.5300 GBP
ORD Sale 3,696 10.5216 GBP
ORD Sale 4,576 10.4946 GBP
ORD Sale 5,532 10.4895 GBP
ORD Sale 6,470 10.4894 GBP
ORD Sale 7,300 10.4882 GBP
ORD Sale 10,059 10.4959 GBP
ORD Sale 13,334 10.4696 GBP
ORD Sale 14,529 10.4930 GBP
ORD Sale 71,404 10.4553 GBP
ORD Sale 74,556 10.4843 GBP
ORD Sale 128,024 10.4800 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 1,942 10.5035 GBP
ORD CFD Long 5,121 10.5036 GBP
ORD CFD Long 10,000 10.4841 GBP
ORD CFD Long 10,000 10.4893 GBP
ORD CFD Long 11,923 10.4906 GBP
ORD SWAP Short 4,312 10.4690 GBP
ORD SWAP Short 4,330 10.5053 GBP
ORD CFD Short 5,654 10.4354 GBP
ORD CFD Short 9,200 15.5523 CHF
ORD CFD Short 11,059 10.4046 GBP
ORD CFD Short 50,000 10.5174 GBP
ORD SWAP Short 1,500,000 10.5182 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:  

18 Dec 2012

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.

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 19 Dec 2012
ORD Put Options Purchased 250,000 9.6000 American 19 Dec 2012
ORD Put Options Written -250,000 7.2000 American 19 Dec 2012
ORD Put Options Written -500,000 8.0000 American 19 Dec 2012
ORD Put Options Written -600,000 8.2000 American 19 Dec 2012
ORD Put Options Written -375,000 9.2000 American 19 Dec 2012
ORD Call Options Purchased 500,000 11.0000 American 19 Dec 2012
ORD Call Options Written -1,000,000 12.0000 American 19 Dec 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: 356236
Time of Receipt (offset from UTC): 20121218T105122+0000

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