Form 8.5 (EPT/NON-RI) XSTRATA PLC

LONDON--(BUSINESS WIRE)--

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 [e-mail]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on [phone].

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 [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.