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

Wed Feb 6, 2013 6:51am EST

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LONDON--(Business Wire)--


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:                                         XSTRATA PLC                      
 
Use a separate form for each offeror/offeree                                                                                                                    
 (c) Name of the party to the offer with which exempt principal trader is connected:                                             Advisor to Offeree               
 (d) Date position held/dealing undertaken:                                                                                      4 February 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:           12,693,924        0.42%    1,100,212           0.04%     
                                                                                                                      
 (2)                            Derivatives (other than                                                               
                                options):                    798,105           0.03%    32,693,118          1.09%     
                                                                                                                      
 (3)                            Options and agreements to                                                             
                                purchase/sell:               22,260,583        0.74%    1,475,416           0.05%     
                                                                                                                      
 (4)                            TOTAL:                                                                                
                                                             35,752,612        1.19%    35,268,746          1.17%     


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         803           11.7977 GBP       
 ORD                  Purchase         228           11.8640 GBP       
 ORD                  Purchase         1,110         11.8133 GBP       
 ORD                  Purchase         1,741         11.7943 GBP       
 ORD                  Purchase         1,850         11.8239 GBP       
 ORD                  Purchase         1,864         11.8103 GBP       
 ORD                  Purchase         4,400         11.6350 GBP       
 ORD                  Purchase         4,899         11.6414 GBP       
 ORD                  Purchase         11,504        11.7609 GBP       
 ORD                  Purchase         14,192        11.7416 GBP       
 ORD                  Purchase         26,247        11.7452 GBP       
 ORD                  Purchase         32,726        11.7398 GBP       
 ORD                  Purchase         34,836        11.6016 GBP       
 ORD                  Purchase         49,563        11.7315 GBP       
 ORD                  Sale             191           11.8640 GBP       
 ORD                  Sale             979           11.6545 GBP       
 ORD                  Sale             1,151         11.7937 GBP       
 ORD                  Sale             2,000         11.8325 GBP       
 ORD                  Sale             2,304         11.7982 GBP       
 ORD                  Sale             6,099         11.7405 GBP       
 ORD                  Sale             14,386        11.6750 GBP       
 ORD                  Sale             14,575        11.7260 GBP       
 ORD                  Sale             47,977        11.6350 GBP       
 ORD                  Sale             75,699        11.6579 GBP       
 ORD                  Sale             152,599       11.7192 GBP       
 ORD                  Sale             191,996       11.7095 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                 119           11.6140 GBP    
 ORD         CFD            Long                 860           11.6582 GBP    
 ORD         CFD            Short                399           11.6508 GBP    
 ORD         CFD            Short                4,548         11.6426 GBP    
 ORD         CFD            Short                5,941         11.7477 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                             Expiry date    Option money paid/ received per unit  
                                                                                                                                                                                                e.g. American, European etc.                                                          


(ii) Exercising

 Class of relevant security    Product description     Number of securities    Exercise price per unit  
                               e.g. call option                                                         


(d) Other dealings (including subscribing for new securities)

 Class of relevant security    Nature of dealing                 Details    Price per unit (if applicable)  
                               e.g. subscription, conversion                                                


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:    6 Feb 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
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    6 Feb 2013     
 ORD         Put Options       Written        -600,000      8.2000      American    6 Feb 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.

BARCLAYS PLC 

Copyright Business Wire 2013