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

LONDON--()--

FORM 8.5 (EPT/NON-RI) AMENDMENT

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:  

 

(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: 12,559,516 0.42% 1,382,964 0.05%
           
(2) Derivatives (other than
options): 874,835 0.03% 33,044,046 1.10%
           
(3) Options and agreements to
purchase/sell: 22,260,583 0.74% 1,475,416 0.05%
           
(4) TOTAL:
35,694,934 1.19% 35,902,426 1.20%

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 100 11.7595 GBP
ORD Purchase 426 11.7500 GBP
ORD Purchase 506 11.7200 GBP
ORD Purchase 1,208 11.7583 GBP
ORD Purchase 1,800 11.7593 GBP
ORD Purchase 2,258 11.7549 GBP
ORD Purchase 3,408 11.7362 GBP
ORD Purchase 3,415 11.7481 GBP
ORD Purchase 8,866 11.7450 GBP
ORD Purchase 20,000 11.7700 GBP
ORD Purchase 20,281 11.7431 GBP
ORD Purchase 31,126 11.7381 GBP
ORD Purchase 48,981 11.7451 GBP
ORD Purchase 63,984 11.7550 GBP
ORD Purchase 84,881 11.7500 GBP
ORD Sale 93 11.7195 GBP
ORD Sale 355 11.7450 GBP
ORD Sale 1,000 11.7150 GBP
ORD Sale 1,151 11.7531 GBP
ORD Sale 4,372 11.7315 GBP
ORD Sale 4,717 11.7431 GBP
ORD Sale 4,820 11.7305 GBP
ORD Sale 5,043 11.7500 GBP
ORD Sale 5,900 11.7353 GBP
ORD Sale 7,547 11.7322 GBP
ORD Sale 12,395 11.7294 GBP
ORD Sale 13,824 11.7310 GBP
ORD Sale 23,345 11.7356 GBP
ORD Sale 28,504 11.7466 GBP
ORD Sale 38,388 11.7248 GBP
ORD Sale 40,808 11.7409 GBP
ORD Sale 43,118 11.7222 GBP
ORD Sale 47,733 11.7476 GBP
ORD Sale 53,488 11.7368 GBP
ORD Sale 530,000 11.7262 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 1,160 11.7552 GBP
ORD SWAP Long 5,900 11.7353 GBP
ORD CFD Long 6,780 11.7485 GBP
ORD SWAP Short 11 11.7390 GBP
ORD SWAP Short 1,800 11.7592 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 Put Options Purchasing 500,000 8 GBP American 21 Jun 2013 0.0600 GBP

(ii) Exercising

Class of relevant   Product description   Number of   Exercise price per
security   securities unit
ORD Put Options 2,570,863 7.9303 GBP

(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?   NO
Date of disclosure:    
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.

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 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 16 Jan 2013
ORD Put Options Written -600,000 8.2000 American 16 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: 359564
Time of Receipt (offset from UTC): 20130116T105004+0000

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BARCLAYS PLC

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BARCLAYS PLC