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: 21 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: 18,145,064 0.60% 919,150 0.03%
           
(2) Derivatives (other than
options): 455,764 0.02% 38,359,995 1.28%
           
(3) Options and agreements to
purchase/sell: 24,495,546 0.82% 1,975,416 0.07%
           
(4) TOTAL:
43,096,374 1.44% 41,254,561 1.37%

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 261 10.3375 GBP
ORD Purchase 2,185 10.2915 GBP
ORD Purchase 2,404 10.3450 GBP
ORD Purchase 2,485 10.4316 GBP
ORD Purchase 3,172 10.3850 GBP
ORD Purchase 4,474 10.3165 GBP
ORD Purchase 4,828 10.3863 GBP
ORD Purchase 4,950 10.4248 GBP
ORD Purchase 5,643 10.3414 GBP
ORD Purchase 24,535 10.3574 GBP
ORD Purchase 25,586 10.3459 GBP
ORD Purchase 123,210 10.3599 GBP
ORD Purchase 128,024 10.3600 GBP
ORD Purchase 202,000 10.5100 GBP
ORD Purchase 845,079 10.3488 GBP
ORD Sale 256 15.5000 CHF
ORD Sale 467 10.3657 GBP
ORD Sale 600 10.3033 GBP
ORD Sale 758 10.3716 GBP
ORD Sale 989 10.3850 GBP
ORD Sale 1,000 15.2500 CHF
ORD Sale 1,134 10.5100 GBP
ORD Sale 1,804 10.3540 GBP
ORD Sale 2,000 15.3500 CHF
ORD Sale 2,186 10.3804 GBP
ORD Sale 2,714 10.3495 GBP
ORD Sale 3,206 10.4327 GBP
ORD Sale 4,119 10.3559 GBP
ORD Sale 4,493 10.3744 GBP
ORD Sale 22,175 10.3954 GBP
ORD Sale 30,726 10.3450 GBP
ORD Sale 35,525 10.5007 GBP
ORD Sale 38,386 10.4259 GBP
ORD Sale 44,183 10.3721 GBP
ORD Sale 64,012 10.5200 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 100 10.3741 GBP
ORD CFD Long 2,572 10.4597 GBP
ORD CFD Long 3,256 15.3287 CHF
ORD CFD Long 13,715 10.3915 GBP
ORD SWAP Short 400 10.4065 GBP
ORD CFD Short 1,828 10.2957 GBP
ORD SWAP Short 845,079 10.3488 GBP

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class   Product   Writing,   Number   Exercise   Type   Expiry   Option
of description purchasing, of price date money
relevant selling, securities per unit paid/
security varying etc to which received
option per unit
      relates        
ORD Call Options Purchasing 1,000,000 1200 GBP American 21 Dec 2012 TRANSFER
ORD Call Options Selling 500,000 1100 GBP American 21 Dec 2012 TRANSFER
ORD Put Options Purchasing 375,000 920 GBP American 21 Dec 2012 TRANSFER
ORD Put Options Selling 500,000 800 GBP American 21 Dec 2012 TRANSFER
ORD Put Options Selling 250,000 960 GBP American 21 Dec 2012 TRANSFER

(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

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:  

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.

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 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 Written -250,000 7.2000 American 23 Dec 2012
ORD Put Options Written -500,000 8.0000 American 23 Dec 2012
ORD Put Options Written -600,000 8.2000 American 23 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: 357188
Time of Receipt (offset from UTC): 20121224T104618+0000

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