Form 8.5 (EPT/NON-RI) - XSTRATA PLC

LONDON--(BUSINESS WIRE)--

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	XSTRATA PLC
	relevant securities this form relates:
(c)	Name of the party to the offer with which exempt	Advisor to Offeree
	principal trader is connected
(d)	Date position held/dealing undertaken:	26 November 2012
(e)	Has the EPT previously disclosed, or is it	YES:
	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 relevant security:		ORD
		Interests		Short Positions
		Number	(%)	Number	(%)
(1)	Relevant securities owned
	and/or controlled:	2,383,006	0.08%	923,432	0.03%
(2)	Derivatives (other than
	options):	398,480	0.01%	22,514,306	0.75%
(3)	Options and agreements to
	purchase/sell:	25,745,546	0.86%	3,350,416	0.11%
(4)	TOTAL:
		28,527,032	0.95%	26,788,154	0.89%

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	213	10.1719 GBP
ORD	Purchase	435	10.2025 GBP
ORD	Purchase	1,484	10.1555 GBP
ORD	Purchase	1,491	10.1445 GBP
ORD	Purchase	3,021	10.1720 GBP
ORD	Purchase	3,309	10.1424 GBP
ORD	Purchase	5,244	10.1688 GBP
ORD	Purchase	14,651	10.1741 GBP
ORD	Purchase	34,687	10.1650 GBP
ORD	Purchase	60,302	10.2243 GBP
ORD	Purchase	102,659	10.1587 GBP
ORD	Sale	1,484	10.1555 GBP
ORD	Sale	2,439	10.1456 GBP
ORD	Sale	2,688	10.1565 GBP
ORD	Sale	3,957	10.1506 GBP
ORD	Sale	6,155	10.1463 GBP
ORD	Sale	31,996	10.1400 GBP
ORD	Sale	39,194	10.1712 GBP
ORD	Sale	60,302	10.2243 GBP
ORD	Sale	65,444	10.1650 GBP
ORD	Sale	67,824	10.1541 GBP
ORD	Sale	127,984	10.1500 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	500	10.1650 GBP
ORD	SWAP	Long	739	10.2353 GBP
ORD	CFD	Long	970	10.1390 GBP
ORD	SWAP	Long	1,000	10.1209 GBP
ORD	CFD	Long	68,803	10.1521 GBP
ORD	SWAP	Short	78	10.2003 GBP
ORD	CFD	Short	79	10.1508 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:	27 Nov 2012
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 [e-mail]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s dealing disclosure requirements on [phone].

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 the person whose positions/dealings	BARCLAYS CAPITAL SECURITIES LTD
are being disclosed:
Name of offeror/offeree in relation to whose	XSTRATA PLC
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	Put Options	Purchased	2,570,863	7.9303	European	18 Jun 2013
ORD	Put Options	Purchased	500,000	8.0000	American	28 Nov 2012
ORD	Put Options	Purchased	250,000	9.6000	American	28 Nov 2012
ORD	Put Options	Written	-250,000	7.2000	American	28 Nov 2012
ORD	Put Options	Written	-500,000	8.0000	American	28 Nov 2012
ORD	Put Options	Written	-600,000	8.2000	American	28 Nov 2012
ORD	Put Options	Written	-375,000	9.2000	American	28 Nov 2012
ORD	Call Options	Purchased	500,000	11.0000	American	28 Nov 2012
ORD	Call Options	Written	-1,000,000	12.0000	American	28 Nov 2012
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 [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Category Code: FEO

Sequence Number: 353545

Time of Receipt (offset from UTC): 20121127T113730+0000