10 Feb 2016 10:32
FORM 8 (DD)
PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | (GS) GOLDMAN, SACHS & CO. |
(b) Owner or controller of interests and short positions disclosed, if different from 1(a): The naming of nominee or vehicle companies is insufficient. For a trust, the trustee(s), settlor and beneficiaries must be named. | |
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | ROYAL DUTCH SHELL PLC |
(d) Status of person making the disclosure: e.g. offeror, offeree, person acting in concert with the offeror/offeree (specify name of offeror/offeree) | Advisor to BG GROUP PLC |
(e) Date dealing undertaken: | 09 February 2016 |
(f) In addition to the company in 1(c) above, is discoloser making disclosures in respect of any other party to the offer? If it is a cash offer or possible cash offer, state "N/A" | YES - disclosed previously for BG GROUP PLC |
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
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(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.
(a) Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates following the dealing
Class of relevant security:
| EUR 0.07 B ordinary and ADRs | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 33,856 | 0.00 | 3,648 | 0.00 |
(2) Cash-settled derivatives: | 980 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 0 | 0.00 | 0 | 0.00 |
TOTAL: | 34,836 | 0.00 | 3,648 | 0.00 |
Class of relevant security:
| EUR 0.07 A ordinary and ADRs | |||
Interests | Short positions | |||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 552,536 | 0.01 | 32,244 | 0.00 |
(2) Cash-settled derivatives: | 0 | 0.00 | 0 | 0.00 |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | 23,200 | 0.00 | 37,800 | 0.00 |
TOTAL: | 575,736 | 0.00 | 70,044 | 0.00 |
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (included traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities (including directors' and other employee options)
Class of relevant security in relation to which subscription right exists: | |
Details, including nature of the rights concerned and relevant percentages: |
3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (as appropriate) for each additional class of relevant security dealt in.
The currency of all prices and other monetary amounts should be stated.
(a) Purchases and sales
(i) Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser)
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected advisor
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
ADR / (1.00 : 2.00) | Purchases | 12,012 (24,024) | 43.0200 USD | 42.2800 USD |
ADR / (1.00 : 2.00) | Sales | 17,900 (35,800) | 43.1900 USD | 42.4400 USD |
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received | Lowest price per unit paid/received |
ADR / (1.00 : 2.00) | Purchases | 4,786 (9,572) | 42.8700 USD | 42.3800 USD |
ADR / (1.00 : 2.00) | Sales | 5,525 (11,050) | 42.8100 USD | 42.4700 USD |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit |
ADR / (1.00 : 2.00) | CFD / (1.00 : 2.00) | Reducing a long position | 821 (1,642) | 42.6200 USD |
(c) Stock-settled derivative transactions (including options)
(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) Exercise
Class of relevant security | Product description e.g. call option | Exercising / exercised against | 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) |
|
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 party to the offer or person acting in concert making the disclosure and any other person: Irrevocable commitments and letters of intent should not be included. 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 party to the offer or person acting in concert 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
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) | YES |
Supplemental Form 8 (SBL) | NO |
| Date of disclosure: | 10 February 2016 |
| Contact name: | Joanna Foley and Yiannis Bardis |
| Telephone number: | +44(20) 7051 9996 / +44(20) 7774 7107 |
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 disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM 8(OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENT TO
PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure: | (GS) GOLDMAN, SACHS & CO. |
Name of offeror/offeree in relation to whose relevant securities disclosure relates: | ROYAL DUTCH SHELL PLC |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
EUR 0.07 A ordinary | Call Option | Purchased | 400 | 40.0000 USD | AMER | 19/02/2016 |
EUR 0.07 A ordinary | Call Option | Sold | 400 | 42.5000 USD | AMER | 20/01/2017 |
EUR 0.07 A ordinary | Call Option | Purchased | 400 | 42.5000 USD | AMER | 18/03/2016 |
EUR 0.07 A ordinary | Call Option | Sold | 600 | 65.0000 USD | AMER | 20/01/2017 |
EUR 0.07 A ordinary | Call Option | Sold | 1,000 | 30.0000 USD | AMER | 20/01/2017 |
EUR 0.07 A ordinary | Call Option | Sold | 1,000 | 32.5000 USD | AMER | 20/01/2017 |
EUR 0.07 A ordinary | Call Option | Sold | 1,200 | 47.5000 USD | AMER | 15/07/2016 |
EUR 0.07 A ordinary | Call Option | Purchased | 2,000 | 45.0000 USD | AMER | 19/02/2016 |
EUR 0.07 A ordinary | Call Option | Purchased | 2,000 | 45.0000 USD | AMER | 15/04/2016 |
EUR 0.07 A ordinary | Call Option | Purchased | 2,000 | 45.0000 USD | AMER | 18/03/2016 |
EUR 0.07 A ordinary | Call Option | Purchased | 3,000 | 50.0000 USD | AMER | 18/03/2016 |
EUR 0.07 A ordinary | Call Option | Purchased | 3,400 | 50.0000 USD | AMER | 15/04/2016 |
EUR 0.07 A ordinary | Call Option | Sold | 3,800 | 40.0000 USD | AMER | 19/01/2018 |
EUR 0.07 A ordinary | Call Option | Sold | 4,600 | 42.5000 USD | AMER | 19/02/2016 |
EUR 0.07 A ordinary | Call Option | Sold | 4,800 | 37.5000 USD | AMER | 19/02/2016 |
EUR 0.07 A ordinary | Call Option | Sold | 5,000 | 52.5000 USD | AMER | 19/02/2016 |
EUR 0.07 A ordinary | Put Option | Purchased | 200 | 42.5000 USD | AMER | 15/07/2016 |
EUR 0.07 A ordinary | Put Option | Purchased | 200 | 45.0000 USD | AMER | 15/07/2016 |
EUR 0.07 A ordinary | Put Option | Purchased | 400 | 32.5000 USD | AMER | 19/02/2016 |
EUR 0.07 A ordinary | Put Option | Purchased | 400 | 42.5000 USD | AMER | 19/02/2016 |
EUR 0.07 A ordinary | Put Option | Sold | 400 | 50.0000 USD | AMER | 15/04/2016 |
EUR 0.07 A ordinary | Put Option | Sold | 600 | 50.0000 USD | AMER | 20/01/2017 |
EUR 0.07 A ordinary | Put Option | Purchased | 800 | 30.0000 USD | AMER | 19/02/2016 |
EUR 0.07 A ordinary | Put Option | Sold | 800 | 40.0000 USD | AMER | 19/02/2016 |
EUR 0.07 A ordinary | Put Option | Purchased | 800 | 45.0000 USD | AMER | 20/01/2017 |
EUR 0.07 A ordinary | Put Option | Purchased | 1,000 | 40.0000 USD | AMER | 19/02/2016 |
EUR 0.07 A ordinary | Put Option | Sold | 2,000 | 40.0000 USD | AMER | 15/04/2016 |
EUR 0.07 A ordinary | Put Option | Purchased | 2,000 | 47.5000 USD | AMER | 15/04/2016 |
EUR 0.07 A ordinary | Put Option | Sold | 2,800 | 40.0000 USD | AMER | 19/02/2016 |
EUR 0.07 A ordinary | Put Option | Purchased | 2,800 | 42.5000 USD | AMER | 19/01/2018 |
EUR 0.07 A ordinary | Put Option | Sold | 3,400 | 40.0000 USD | AMER | 15/07/2016 |
EUR 0.07 A ordinary | Put Option | Purchased | 6,800 | 35.0000 USD | AMER | 19/02/2016 |
Class of relevant security | Product description e.g. call option | Written or purchased | Number of securities to which option or derivative relates | Exercise price per unit | Type e.g. American, European etc. | Expiry date |
3. AGREEMENTS TO PURCHASE OR SELL
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 Supplement form (Open Positions) with regard to cash-settled derivatives.
The currency of all pieces and other monetary amounts should be stated.
The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.