15th Apr 2013 10:48
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: | 12 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: | 8,623,011 | 0.29% | 849,489 | 0.03% | |||||||
| (2) | Derivatives (other than | ||||||||||
| options): | 573,067 | 0.02% | 27,554,069 | 0.92% | |||||||
| (3) | Options and agreements to | ||||||||||
| purchase/sell: | 22,260,583 | 0.74% | 850,000 | 0.03% | |||||||
| (4) | TOTAL: | ||||||||||
| 31,456,661 | 1.05% | 29,253,558 | 0.97% |
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 | 98 | 10.4262 GBP | ||||
| ORD | Purchase | 102 | 10.4200 GBP | ||||
| ORD | Purchase | 173 | 10.5328 GBP | ||||
| ORD | Purchase | 870 | 10.4289 GBP | ||||
| ORD | Purchase | 1,253 | 10.5102 GBP | ||||
| ORD | Purchase | 5,626 | 10.4436 GBP | ||||
| ORD | Purchase | 6,514 | 10.4940 GBP | ||||
| ORD | Purchase | 9,591 | 10.5375 GBP | ||||
| ORD | Purchase | 12,000 | 10.4488 GBP | ||||
| ORD | Purchase | 12,439 | 10.4225 GBP | ||||
| ORD | Purchase | 22,374 | 10.4763 GBP | ||||
| ORD | Purchase | 30,891 | 10.4726 GBP | ||||
| ORD | Purchase | 45,350 | 10.4300 GBP | ||||
| ORD | Purchase | 47,491 | 10.5185 GBP | ||||
| ORD | Purchase | 52,874 | 10.4196 GBP | ||||
| ORD | Purchase | 67,863 | 10.4968 GBP | ||||
| ORD | Purchase | 81,520 | 10.4549 GBP | ||||
| ORD | Purchase | 114,312 | 10.4625 GBP | ||||
| ORD | Sale | 619 | 10.4200 GBP | ||||
| ORD | Sale | 985 | 10.4344 GBP | ||||
| ORD | Sale | 1,422 | 10.4550 GBP | ||||
| ORD | Sale | 1,780 | 10.4270 GBP | ||||
| ORD | Sale | 2,724 | 10.5270 GBP | ||||
| ORD | Sale | 2,828 | 10.3994 GBP | ||||
| ORD | Sale | 2,879 | 10.4785 GBP | ||||
| ORD | Sale | 3,089 | 10.4300 GBP | ||||
| ORD | Sale | 3,420 | 10.4250 GBP | ||||
| ORD | Sale | 4,895 | 10.4961 GBP | ||||
| ORD | Sale | 6,818 | 10.4219 GBP | ||||
| ORD | Sale | 10,042 | 10.3945 GBP | ||||
| ORD | Sale | 12,286 | 10.4355 GBP | ||||
| ORD | Sale | 16,739 | 10.5586 GBP | ||||
| ORD | Sale | 18,170 | 10.5038 GBP | ||||
| ORD | Sale | 23,689 | 10.3860 GBP | ||||
| ORD | Sale | 25,784 | 10.3776 GBP | ||||
| ORD | Sale | 34,939 | 10.3891 GBP | ||||
| ORD | Sale | 37,883 | 10.5029 GBP | ||||
| ORD | Sale | 42,862 | 10.4583 GBP | ||||
| ORD | Sale | 60,663 | 10.4483 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 | 1,000 | 10.3791 GBP | |||||
| ORD | SWAP | Short | 1,000 | 10.3858 GBP | |||||
| ORD | SWAP | Short | 3,484 | 10.5416 GBP | |||||
| ORD | SWAP | Short | 8,516 | 10.4111 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: | ||
| 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 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 | 14 Apr 2013 | |||||||
| ORD | Put Options | Written | -600,000 | 8.2000 | American | 14 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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