22nd Apr 2013 11:14
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: | 19 April 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: | 9,997,518 | 0.33% | 1,231,756 | 0.04% | |||||||
| (2) | Derivatives (other than | ||||||||||
| options): | 522,018 | 0.02% | 28,959,612 | 0.96% | |||||||
| (3) | Options and agreements to | ||||||||||
| purchase/sell: | 22,260,583 | 0.74% | 850,000 | 0.03% | |||||||
| (4) | TOTAL: | ||||||||||
| 32,780,119 | 1.09% | 31,041,368 | 1.03% | ||||||||
| Class of relevant security: | ADR | ||||||||||
| Interests | Short Positions | ||||||||||
| Number | (%) | Number | (%) | ||||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 0 | 0.00% | 0 | 0.00% | |||||||
| (2) | Derivatives (other than | ||||||||||
| options): | 0 | 0.00% | 0 | 0.00% | |||||||
| (3) | Options and agreements to | ||||||||||
| purchase/sell: | 0 | 0.00% | 0 | 0.00% | |||||||
| (4) | TOTAL: | ||||||||||
| 0 | 0.00% | 0 | 0.00% | ||||||||
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 | 84 | 9.5700 GBP | ||||
| ORD | Purchase | 921 | 9.6698 GBP | ||||
| ORD | Purchase | 1,351 | 9.5711 GBP | ||||
| ORD | Purchase | 1,913 | 9.6564 GBP | ||||
| ORD | Purchase | 1,969 | 9.5440 GBP | ||||
| ORD | Purchase | 3,619 | 9.6719 GBP | ||||
| ORD | Purchase | 4,907 | 9.6791 GBP | ||||
| ORD | Purchase | 5,493 | 9.6454 GBP | ||||
| ORD | Purchase | 6,764 | 9.6335 GBP | ||||
| ORD | Purchase | 8,243 | 9.6593 GBP | ||||
| ORD | Purchase | 10,206 | 9.5808 GBP | ||||
| ORD | Purchase | 12,484 | 9.5822 GBP | ||||
| ORD | Purchase | 15,184 | 9.6716 GBP | ||||
| ORD | Purchase | 17,545 | 9.6640 GBP | ||||
| ORD | Purchase | 19,545 | 9.6370 GBP | ||||
| ORD | Purchase | 25,554 | 9.6499 GBP | ||||
| ORD | Purchase | 49,722 | 9.6615 GBP | ||||
| ORD | Purchase | 63,848 | 9.5960 GBP | ||||
| ORD | Purchase | 63,848 | 9.6590 GBP | ||||
| ORD | Purchase | 74,191 | 9.5929 GBP | ||||
| ORD | Sale | 1,116 | 9.6748 GBP | ||||
| ORD | Sale | 1,153 | 9.6750 GBP | ||||
| ORD | Sale | 2,500 | 9.6730 GBP | ||||
| ORD | Sale | 2,519 | 9.5962 GBP | ||||
| ORD | Sale | 3,259 | 9.5920 GBP | ||||
| ORD | Sale | 3,754 | 9.6813 GBP | ||||
| ORD | Sale | 4,038 | 9.6468 GBP | ||||
| ORD | Sale | 4,291 | 9.6520 GBP | ||||
| ORD | Sale | 4,969 | 9.6158 GBP | ||||
| ORD | Sale | 6,380 | 9.6097 GBP | ||||
| ORD | Sale | 6,764 | 9.6337 GBP | ||||
| ORD | Sale | 12,954 | 9.6462 GBP | ||||
| ORD | Sale | 13,006 | 9.6016 GBP | ||||
| ORD | Sale | 13,851 | 9.6045 GBP | ||||
| ORD | Sale | 28,007 | 9.6404 GBP | ||||
| ORD | Sale | 29,853 | 9.5992 GBP | ||||
| ORD | Sale | 107,797 | 9.6266 GBP | ||||
| ORD | Sale | 237,171 | 9.5700 GBP | ||||
| ORD (traded as ADR) | Purchase | 1,200 | 2.8600 USD | ||||
| ORD (traded as ADR) | Purchase | 1,200 | 2.8700 USD | ||||
| ORD (traded as ADR) | Sale | 1,200 | 2.8600 USD | ||||
| ORD (traded as ADR) | Sale | 1,200 | 2.8700 USD |
(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 | 1,685 | 9.6185 GBP | |||||
| ORD | SWAP | Long | 13,006 | 9.6015 GBP | |||||
| ORD | SWAP | Short | 1,351 | 9.5711 GBP | |||||
| ORD | SWAP | Short | 1,618 | 9.6688 GBP | |||||
| ORD | SWAP | Short | 10,206 | 9.5809 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: | 22 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.
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 | 11.8862 | European | 24 Sep 2013 | |||||||
| ORD | Put Options | Written | -250,000 | 7.2000 | American | 21 Apr 2013 | |||||||
| ORD | Put Options | Written | -600,000 | 8.2000 | American | 21 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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