TIDMXTA 
 
 

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            XSTRATA PLC 
      in relation to whose 
      relevant securities 
      this form relates: 
(c)   Name of the party to the           Advisor to Offeree 
      offer with which exempt 
      principal trader is connected 
(d)   Date position held/dealing         1 May 2013 
      undertaken: 
(e)   Has the EPT previously             YES: 
      disclosed, or is it 
      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                    ORD 
relevant 
security: 
                            Interests          Short Positions 
                            Number      (%)    Number           (%) 
(1)         Relevant 
            securities 
            owned 
            and/or          11,878,450  0.39%  841,784          0.03% 
            controlled: 
(2)         Derivatives 
            (other 
            than 
            options):       636,535     0.02%  32,078,852       1.06% 
(3)         Options and 
            agreements 
            to 
            purchase/sell:  22,260,583  0.73%  850,000          0.03% 
(4)         TOTAL: 
                            34,775,568  1.15%  33,770,636       1.11% 
Class of                    ADR 
relevant 
security: 
                            Interests          Short Positions 
                            Number      (%)    Number           (%) 
(1)         Relevant 
            securities 
            owned 
            and/or          0           0.00%  0                0.00% 
            controlled: 
(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       47,250      TRANSFER 
ORD                   Sale           1,021,136   TRANSFER 
ORD (traded as ADR)   Purchase       216         2.9200 USD 
ORD (traded as ADR)   Sale           216         2.9200 USD 
 
 

(b) Derivatives transactions (other than options)

 
Class of relevant   Product      Nature of            Number of reference  Price per unit 
security            description  dealing              securities 
                    e.g. CFD     e.g. 
                                 opening/closing 
                                 a 
                                 long/short 
                                 position, 
                                 increasing/reducing 
                                 a 
                                 long/short 
                                 position 
 
 

(c) Options transactions in respect of existing securities

 

(i) Writing, selling, purchasing or varying

 
Class of   Product      Writing,     Number      Exercise  Type       Expiry date  Option 
relevant   description  purchasing,  of          price     e.g.                    money 
security   e.g.         selling,     securities  per unit  American,               paid/ 
           call         varying      to                    European                received 
           option       etc.         which                 etc.                    per 
                                     option                                        unit 
                                     relates 
 
 

(ii) Exercising

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

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

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

 

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             BARCLAYS CAPITAL SECURITIES LTD 
positions/dealings 
are being disclosed: 
Name of offeror/offeree                  XSTRATA PLC 
in relation to whose 
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         Purchased    168,000     11.0346   European  16 May 2013 
           Options 
ORD        Call         Purchased    167,900     11.8862   European  24 Sep 2013 
           Options 
ORD        Put          Written      -250,000    7.2000    American  3 May 2013 
           Options 
ORD        Put          Written      -600,000    8.2000    American  3 May 2013 
           Options 
ORD        Equity       Purchased    21,924,683  20.5248             17 Jun 2013 
           Forward 
 
 

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.

 
 
 
This information is provided by Business Wire 
 
 
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