12th Apr 2013 11:02
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: | 11 April 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: | 8,540,895 | 0.28% | 964,198 | 0.03% | |||||||
| (2) | Derivatives (other than | ||||||||||
| options): | 635,814 | 0.02% | 27,482,482 | 0.92% | |||||||
| (3) | Options and agreements to | ||||||||||
| purchase/sell: | 22,260,583 | 0.74% | 850,000 | 0.03% | |||||||
| (4) | TOTAL: | ||||||||||
| 31,437,292 | 1.05% | 29,296,680 | 0.98% | ||||||||
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 | 426 | 10.5923 GBP | ||||
| ORD | Purchase | 498 | 10.5279 GBP | ||||
| ORD | Purchase | 1,000 | 10.6250 GBP | ||||
| ORD | Purchase | 1,086 | 10.5342 GBP | ||||
| ORD | Purchase | 1,100 | 10.5950 GBP | ||||
| ORD | Purchase | 1,121 | 10.5348 GBP | ||||
| ORD | Purchase | 2,852 | 10.6050 GBP | ||||
| ORD | Purchase | 5,000 | 10.6120 GBP | ||||
| ORD | Purchase | 5,550 | 10.5714 GBP | ||||
| ORD | Purchase | 9,102 | 10.5081 GBP | ||||
| ORD | Purchase | 11,182 | 10.5592 GBP | ||||
| ORD | Purchase | 14,519 | 10.5443 GBP | ||||
| ORD | Purchase | 14,599 | 10.5799 GBP | ||||
| ORD | Purchase | 14,890 | 10.5618 GBP | ||||
| ORD | Purchase | 17,919 | 10.5656 GBP | ||||
| ORD | Purchase | 23,793 | 10.5476 GBP | ||||
| ORD | Purchase | 29,021 | 10.5252 GBP | ||||
| ORD | Purchase | 29,256 | 10.5723 GBP | ||||
| ORD | Purchase | 41,330 | 10.5203 GBP | ||||
| ORD | Purchase | 190,826 | 10.5850 GBP | ||||
| ORD | Purchase | 200,000 | 10.6051 GBP | ||||
| ORD | Sale | 85 | 10.5250 GBP | ||||
| ORD | Sale | 258 | 10.5400 GBP | ||||
| ORD | Sale | 638 | 10.6100 GBP | ||||
| ORD | Sale | 956 | 10.6050 GBP | ||||
| ORD | Sale | 1,280 | 10.5857 GBP | ||||
| ORD | Sale | 2,750 | 10.5918 GBP | ||||
| ORD | Sale | 2,847 | 10.6030 GBP | ||||
| ORD | Sale | 3,273 | 10.5440 GBP | ||||
| ORD | Sale | 3,727 | 10.6532 GBP | ||||
| ORD | Sale | 4,301 | 10.5127 GBP | ||||
| ORD | Sale | 5,229 | 10.5794 GBP | ||||
| ORD | Sale | 10,709 | 10.5692 GBP | ||||
| ORD | Sale | 11,557 | 10.5481 GBP | ||||
| ORD | Sale | 13,210 | 10.6047 GBP | ||||
| ORD | Sale | 26,180 | 10.5664 GBP | ||||
| ORD | Sale | 28,741 | 10.5941 GBP | ||||
| ORD | Sale | 35,671 | 10.5718 GBP | ||||
| ORD | Sale | 54,678 | 10.5723 GBP | ||||
| ORD | Sale | 100,000 | 10.6041 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 | 6,990 | 10.5693 GBP | |||||
| ORD | SWAP | Short | 14,599 | 10.5799 GBP | |||||
| ORD | SWAP | Short | 14,890 | 10.5617 GBP | |||||
| ORD | SWAP | Short | 29,021 | 10.5252 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: | 12 Apr 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.
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 Apr 2013 | |||||||
| ORD | Put Options | Written | -600,000 | 8.2000 | American | 13 Apr 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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