9 Feb 2016 11:34
FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Name of exempt principal trader: | J.P. Morgan Securities plc |
(b) 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 |
(c) Name of the party to the offer with which exempt principal trader is connected: | BG Group Plc |
(d) Date dealing undertaken: | 08 February 2016 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A" | Yes BG Group Plc |
2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(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
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received
| Lowest price per unit paid/received
|
Ordinary A Shares | Purchases
Sales | 434,646 704,898
1,012,142 1,583,919 | 15.5350 GBP 20.3200 EUR
15.4950 GBP 20.3650 EUR | 14.9950 GBP 19.5500 EUR
14.9850 GBP 19.4950 EUR |
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received (GBP)
| Lowest price per unit paid/received (GBP)
|
Ordinary B Shares | Purchases
Sales
| 1,010,910
940,537 | 15.5600
15.5350 | 14.9350
14.9300 |
(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
|
Ordinary A Shares | Equity Swaps
| Long
Short
| 29,297 450,000 34,221 150,000 7,872 1,106 300,000 34,996 300,000 15,000 1,900 71,079 200,000 31,315 25,000 27,004 6,225 57,321 538 26,790
50,028 15,000 15,000 25,000 2,004 26 275 20,000 29 116,170 | 14.9875 GBP 15.0183 GBP 15.1340 GBP 15.2483 GBP 19.5869 EUR 19.6078 EUR 19.6734 EUR 19.6810 EUR 19.6836 EUR 19.6978 EUR 19.6996 EUR 19.7123 EUR 19.7135 EUR 19.7231 EUR 19.7430 EUR 19.7443 EUR 19.7528 EUR 19.7870 EUR 20.1710 EUR 20.2409 EUR
15.2298 GBP 19.5652 EUR 19.6668 EUR 19.7316 EUR 19.7913 EUR 19.7915 EUR 19.9105 EUR 20.0158 EUR 20.0546 EUR 20.0834 EUR |
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
|
Ordinary B Shares | Equity Swap
| Long
Short
| 54,933
50,000 19,900 36,752 | 15.1530 GBP
15.0920 GBP 15.1317 GBP 15.1653 GBP |
(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 (EUR) | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit (EUR) |
Ordinary A Shares | Call Option | Purchasing | 97,700 | 22.0000 | American | 18/03/16 | 0.1900 |
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 (GBP) | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit (GBP) |
Ordinary B Shares |
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(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (GBP)
|
Ordinary A Shares | Call Option | Exercising | 80,000 | 0.5075 |
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (GBP) |
Ordinary B Shares | Call Option | Exercising | 57,500 | 0.4971 |
(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) (GBP) |
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3. 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: 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 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
|
| Date of disclosure: | 09 February 2016 |
| Contact name: | Tung Le |
| Telephone number: | 020 7742 7272 |
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.