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

Thu Apr 11, 2013 6:26am EDT

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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:                                                                                      9 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:           8,443,403         0.28%    1,056,329           0.04%     
                                                                                                                      
 (2)                            Derivatives (other than                                                               
                                options):                    691,695           0.02%    27,291,365          0.91%     
                                                                                                                      
 (3)                            Options and agreements to                                                             
                                purchase/sell:               22,260,583        0.74%    850,000             0.03%     
                                                                                                                      
 (4)                            TOTAL:                                                                                
                                                             31,395,681        1.04%    29,197,694          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

 Class of relevant    Purchase/sale    Number of     Price per unit    
 security                              securities                      
 ORD                  Purchase         203           10.7044 GBP       
 ORD                  Purchase         315           10.6774 GBP       
 ORD                  Purchase         1,218         10.7600 GBP       
 ORD                  Purchase         1,800         10.7150 GBP       
 ORD                  Purchase         3,407         10.7261 GBP       
 ORD                  Purchase         4,421         10.7173 GBP       
 ORD                  Purchase         5,257         10.6722 GBP       
 ORD                  Purchase         5,909         10.6921 GBP       
 ORD                  Purchase         13,333        10.7081 GBP       
 ORD                  Purchase         14,736        10.7650 GBP       
 ORD                  Purchase         20,000        10.7639 GBP       
 ORD                  Purchase         23,340        10.6842 GBP       
 ORD                  Purchase         35,243        10.6647 GBP       
 ORD                  Purchase         38,456        10.6939 GBP       
 ORD                  Purchase         47,698        10.7806 GBP       
 ORD                  Purchase         53,265        10.7595 GBP       
 ORD                  Purchase         174,293       10.6822 GBP       
 ORD                  Sale             67            10.6525 GBP       
 ORD                  Sale             315           10.6776 GBP       
 ORD                  Sale             461           10.6732 GBP       
 ORD                  Sale             1,365         10.7758 GBP       
 ORD                  Sale             1,615         10.6191 GBP       
 ORD                  Sale             2,420         10.6155 GBP       
 ORD                  Sale             3,316         10.6433 GBP       
 ORD                  Sale             4,325         10.6259 GBP       
 ORD                  Sale             4,910         10.7650 GBP       
 ORD                  Sale             5,223         10.6639 GBP       
 ORD                  Sale             6,421         10.6702 GBP       
 ORD                  Sale             6,906         10.7802 GBP       
 ORD                  Sale             8,170         10.6546 GBP       
 ORD                  Sale             9,689         10.6802 GBP       
 ORD                  Sale             12,466        10.7887 GBP       
 ORD                  Sale             17,637        10.7034 GBP       
 ORD                  Sale             20,124        10.7731 GBP       
 ORD                  Sale             39,662        10.6896 GBP       
 ORD                  Sale             49,634        10.6975 GBP       
 ORD                  Sale             50,235        10.6956 GBP       
 ORD                  Sale             60,159        10.7446 GBP       
 ORD                  Sale             90,754        10.6948 GBP       
 ORD                  Sale             116,232       10.7041 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                 461           10.6732 GBP    
 ORD         SWAP           Long                 1,000         10.5935 GBP    
 ORD         CFD            Long                 4,348         10.5948 GBP    
 ORD         SWAP           Long                 6,421         10.6702 GBP    
 ORD         CFD            Long                 10,173        10.6660 GBP    
 ORD         CFD            Long                 19,000        10.6240 GBP    
 ORD         SWAP           Short                1,017         10.7748 GBP    
 ORD         SWAP           Short                1,099         10.6754 GBP    
 ORD         CFD            Short                3,384         10.7084 GBP    
 ORD         SWAP           Short                3,404         10.7002 GBP    
 ORD         SWAP           Short                50,000        10.7661 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:    11 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
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       11.8862     European    24 Sep 2013    
 ORD         Put Options       Written        -250,000      7.2000      American    11 Apr 2013    
 ORD         Put Options       Written        -600,000      8.2000      American    11 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.

BARCLAYS PLC 

Copyright Business Wire 2013

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