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

13th Mar 2013 10:17

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		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:		11 March 2013
(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:		12,409,748		0.41%		1,231,063		0.04%
(2)		Derivatives (other than
		options):		674,024		0.02%		31,289,047		1.04%
(3)		Options and agreements to
		purchase/sell:		22,260,583		0.74%		850,000		0.03%
(4)		TOTAL:
				35,344,355		1.17%		33,370,110		1.11%

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		756		11.6550 GBP
ORD		Purchase		1,119		11.5506 GBP
ORD		Purchase		2,589		11.6017 GBP
ORD		Purchase		3,325		11.6261 GBP
ORD		Purchase		7,241		11.6098 GBP
ORD		Purchase		9,878		11.6321 GBP
ORD		Purchase		12,062		11.6630 GBP
ORD		Purchase		14,601		11.6292 GBP
ORD		Purchase		28,922		11.6399 GBP
ORD		Purchase		30,000		11.5789 GBP
ORD		Purchase		37,415		11.5906 GBP
ORD		Purchase		64,845		11.6471 GBP
ORD		Purchase		79,896		11.6650 GBP
ORD		Sale		130		11.5700 GBP
ORD		Sale		1,075		11.5843 GBP
ORD		Sale		1,206		11.5927 GBP
ORD		Sale		2,641		11.5921 GBP
ORD		Sale		3,101		11.5914 GBP
ORD		Sale		3,964		11.6350 GBP
ORD		Sale		5,479		11.6092 GBP
ORD		Sale		10,702		11.6118 GBP
ORD		Sale		13,341		11.6091 GBP
ORD		Sale		14,113		11.5774 GBP
ORD		Sale		37,415		11.6080 GBP
ORD		Sale		43,020		11.6650 GBP
ORD		Sale		49,208		11.6070 GBP
ORD		Sale		88,931		11.6566 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		1,075		11.5843 GBP
ORD		CFD		Long		1,119		11.6269 GBP
ORD		CFD		Long		1,759		11.6233 GBP
ORD		SWAP		Long		2,641		11.5921 GBP
ORD		CFD		Short		1,119		11.5518 GBP
ORD		CFD		Short		1,503		11.5815 GBP
ORD		SWAP		Short		7,241		11.6099 GBP
ORD		SWAP		Short		28,922		11.6399 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:		13 Mar 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 [email protected]. 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 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

Call Options

Purchased

168,000

11.0346

European

16 May 2013

ORD

Call Options

Purchased

167,900

11.8862

European

24 Sep 2013

ORD

Put Options

Written

-250,000

7.2000

American

13 Mar 2013

ORD

Put Options

Written

-600,000

8.2000

American

13 Mar 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.

Copyright Business Wire 2013

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