23 Nov 2015 09:12
AMENDMENT
INCREASED ORDINARY A SHARES EUR EQUITY PURCHASES BY 33,388 TO 695,869. INCREASED ORDINARY A SHARES GBP EQUITY SALES BY 708,000 TO 2,733,044. INCREASED ORDINARY B SHARES GBP EQUITY PURCHASES BY 1,188,448 TO 2,822,533. ADDED ORDINARY A SHARES EQUITY SWAP PURCHASES OF 708,000. ADDED ORDINARY A SHARE EQUITY SWAP SALES OF 33,388. ADDED ORDINARY B SHARE EQUITY SWAP SALES OF 1,188,448.
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: | 03 November 2015 |
(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 | 845,769 695,869
2,733,044 666,578 | 17.5750 GBP 24.8750 EUR
17.5750 GBP 24.8750 EUR | 17.1450 GBP 24.2200 EUR
17.1450 GBP 24.1800 EUR |
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received
| Lowest price per unit paid/received
|
Ordinary B Shares | Purchases
Sales | 2,822,533
1,284,867 38 | 17.6400 GBP
17.6400 GBP 24.4100 EUR | 17.2250 GBP
17.2300 GBP 24.4100 EUR |
(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 | 217,734 3,501 8,363 400,000 500,000 688,448 208,000 2,274 2 2 90,418 64,163 18,590 11,419 2,032 416 730 158 2,344 4,268 949 6,804 1,492 426 3,261 285 27,172 15,000 2,813 2,187 5,400
135,793 3,826 2 33,388 14,112 4,019 | 17.2626 GBP 17.3373 GBP 17.3463 GBP 17.3601 GBP 17.3698 GBP 17.3922 GBP 17.4315 GBP 17.5750 GBP 24.2139 EUR 24.2425 EUR 24.2648 EUR 24.2661 EUR 24.2688 EUR 24.2721 EUR 24.2839 EUR 24.2872 EUR 24.2928 EUR 24.2946 EUR 24.3046 EUR 24.3054 EUR 24.3066 EUR 24.3076 EUR 24.3096 EUR 24.3376 EUR 24.3498 EUR 24.4003 EUR 24.4073 EUR 24.7327 EUR 24.7450 EUR 24.7451 EUR 24.8750 EUR
17.2150 GBP 17.5239 GBP 24.2425 EUR 24.3617 EUR 24.8125 EUR 24.8769 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
| 35,480 844 30,500 1,141 38
24,664 400,000 500,000 688,448 | 17.3099 GBP 17.4178 GBP 17.5836 GBP 17.6400 GBP 24.4082 EUR
17.4100 GBP 17.4347 GBP 17.4443 GBP 17.4682 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 | |||||||
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 |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit
|
Ordinary A Shares |
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (GBP) |
Ordinary B Shares |
(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) |
|
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: | 23 November 2015 |
| 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.