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

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: 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:	11 July 2012
(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:	12,919,822	0.43%	2,497,425	0.08%
(2)	Derivatives (other than
	options):	2,192,710	0.07%	31,610,614	1.05%
(3)	Options and agreements to
	purchase/sell:	27,407,546	0.91%	4,114,718	0.14%
(4)	TOTAL:
		42,520,078	1.41%	38,222,757	1.27%

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	192	8.3940 GBP
ORD	Purchase	1,900	12.7000 CHF
ORD	Purchase	1,925	8.2680 GBP
ORD	Purchase	3,000	8.3351 GBP
ORD	Purchase	3,680	8.1630 GBP
ORD	Purchase	5,000	8.3200 GBP
ORD	Purchase	5,874	12.7500 CHF
ORD	Purchase	6,900	8.3917 GBP
ORD	Purchase	7,194	8.1890 GBP
ORD	Purchase	8,567	12.8000 CHF
ORD	Purchase	36,319	8.2503 GBP
ORD	Purchase	18,358	8.3355 GBP
ORD	Purchase	36,608	8.3596 GBP
ORD	Purchase	36,941	8.3710 GBP
ORD	Purchase	75,000	8.3993 GBP
ORD	Purchase	94,412	8.3690 GBP
ORD	Purchase	139,105	8.3785 GBP
ORD	Purchase	156,466	8.3611 GBP
ORD	Sale	217	8.3720 GBP
ORD	Sale	3,681	8.2772 GBP
ORD	Sale	4,033	8.3649 GBP
ORD	Sale	4,135	8.2903 GBP
ORD	Sale	7,700	8.3379 GBP
ORD	Sale	11,020	8.3431 GBP
ORD	Sale	14,547	8.3471 GBP
ORD	Sale	19,240	8.3320 GBP
ORD	Sale	19,680	8.3569 GBP
ORD	Sale	41,343	8.3792 GBP
ORD	Sale	45,000	8.4035 GBP
ORD	Sale	47,594	8.3679 GBP
ORD	Sale	66,130	8.3544 GBP
ORD	Sale	75,000	8.3600 GBP
ORD	Sale	82,907	8.3514 GBP
ORD	Sale	117,238	8.4030 GBP
ORD	Sale	118,000	8.3900 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	400	8.3528 GBP
ORD	SWAP	Long	1,182	8.3943 GBP
ORD	CFD	Long	1,921	8.2282 GBP
ORD	SWAP	Long	6,518	8.3277 GBP
ORD	CFD	Long	8,325	8.2822 GBP
ORD	CFD	Short	6,677	8.1743 GBP
ORD	CFD	Short	7,564	8.2271 GBP
ORD	CFD	Short	16,341	12.7723 CHF

(c) Options transactions in respect of existing securities

(i) Writing, selling, purchasing or varying

Class	Product	Writing,	Number	Exercise	Type	Expiry	Option
of	description	purchasing,	of	price		date	money
relevant		selling,	securities	per unit			paid/
security		varying etc	to which				received
			option				per unit
			relates
ORD	Put options	Selling	250,000	7.20 GBP	American	20 Dec 2013	1.020000 GBP

(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:	16 July 2012
Contact name:	Geoff Smith
Telephone number:	020 7116 2913

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 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	Put Options	Purchased	1,500,000	7.6000	American	13 Jul 2012
ORD	Put Options	Purchased	2,570,863	7.9303	European	18 Jun 2013
ORD	Put Options	Purchased	912,000	8.0000	American	13 Jul 2012
ORD	Put Options	Written	-250,000	7.2000	American	13 Jul 2012
ORD	Put Options	Written	-912,000	7.4000	American	13 Jul 2012
ORD	Put Options	Written	-1,000,000	7.6000	American	13 Jul 2012
ORD	Put Options	Written	-1,000,000	8.0000	American	13 Jul 2012
ORD	Put Options	Written	-850,000	11.0000	American	13 Jul 2012
ORD	Call Options	Purchased	500,000	11.0000	American	13 Jul 2012
ORD	Call Options	Written	-50,600	10.5037	European	2 Aug 2012
ORD	Call Options	Written	-52,118	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: 334943

Time of Receipt (offset from UTC): 20120716T113121+0100