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 relevant securities this form relates:

Use a separate form for each offeror/offeree

 

XSTRATA PLC

(c) Name of the party to the offer with which exempt principal trader is connected:  

Advisor to Offeree

(d) Date position held/dealing undertaken:  

15 Jan 2013

(e) Has the EPT previously disclosed, or is it today disclosing, under the Code in respect of any other party to this offer?  

YES:

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: 12,236,393 0.41% 1,432,614 0.05%
           
(2) Derivatives (other than
options): 947,362 0.03% 32,565,885 1.08%
           
(3) Options and agreements to
purchase/sell: 22,260,583 0.74% 1,475,416 0.05%
           
(4) TOTAL:
35,444,338 1.18% 35,473,915 1.18%

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

(a)   Purchases and sales        
Class of relevant Purchase/sale Number of Price per unit
security   securities  
ORD Purchase 293 11.8477 GBP
ORD Purchase 380 11.8000 GBP
ORD Purchase 434 11.8720 GBP
ORD Purchase 1,000 11.8318 GBP
ORD Purchase 1,380 11.8083 GBP
ORD Purchase 1,758 11.8175 GBP
ORD Purchase 2,000 11.8500 GBP
ORD Purchase 8,266 11.8468 GBP
ORD Purchase 9,906 11.8640 GBP
ORD Purchase 14,466 11.8805 GBP
ORD Purchase 16,408 11.8430 GBP
ORD Purchase 22,169 11.8146 GBP
ORD Purchase 48,844 11.8300 GBP
ORD Purchase 63,984 11.9150 GBP
ORD Purchase 63,984 11.9300 GBP
ORD Purchase 127,968 11.9400 GBP
ORD Purchase 148,527 11.8301 GBP
ORD Sale 21 11.8350 GBP
ORD Sale 293 11.8482 GBP
ORD Sale 718 11.9024 GBP
ORD Sale 1,400 11.9030 GBP
ORD Sale 1,767 11.8188 GBP
ORD Sale 2,274 11.8096 GBP
ORD Sale 2,389 11.8419 GBP
ORD Sale 5,115 11.8801 GBP
ORD Sale 6,953 11.9087 GBP
ORD Sale 7,513 11.8552 GBP
ORD Sale 10,631 11.8858 GBP
ORD Sale 11,740 11.8675 GBP
ORD Sale 14,058 11.9140 GBP
ORD Sale 33,388 11.7823 GBP
ORD Sale 49,513 11.8672 GBP
ORD Sale 96,282 11.8721 GBP
ORD Sale 98,780 11.8605 GBP
ORD Sale 116,705 11.8300 GBP
ORD Sale 445,000 11.8332 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 39 11.8323 GBP
ORD CFD Long 800 11.8340 GBP
ORD CFD Long 918 11.8964 GBP
ORD CFD Long 1,400 11.9030 GBP
ORD SWAP Long 5,115 11.8802 GBP
ORD SWAP Long 33,388 11.7823 GBP
ORD CFD Long 134,216 11.8900 GBP
ORD CFD Short 266 11.8351 GBP
ORD SWAP Short 1,000 11.8317 GBP
ORD CFD Short 1,814 11.8249 GBP
NB: The below transactions which were previously disclosed have been cancelled      
Class of   Product Nature of dealing Number of Price per
relevant description reference unit
security     securities  
ORD CFD Long 67,108 11.8900 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:  

16 January 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.

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 being disclosed:  

BARCLAYS CAPITAL SECURITIES LTD

Name of offeror/offeree in relation to whose relevant securities the disclosure relates:

XSTRATA PLC

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 Options Purchased 168,000 11.0346 European 16 May 2013
ORD Call Options Purchased 167,900 11.1902 European 13 Mar 2013
ORD Put Options Written -250,000 7.2000 American 17 Jan 2013
ORD Put Options Written -600,000 8.2000 American 17 Jan 2013
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: 359545
Time of Receipt (offset from UTC): 20130116T103324+0000

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BARCLAYS PLC