13 Jan 2016 10:46
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: | 12 January 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 | 321,245 973,919
587,170 781,910 | 13.7600 GBP 18.6950 EUR
13.9300 GBP 18.7550 EUR | 13.4050 GBP 18.0900 EUR
13.4000 GBP 18.0950 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
| 724,991
703,630 | 13.9350 GBP
13.9550 GBP | 13.4850 GBP
13.4100 GBP |
(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 | 18,440 86,817 29,648 79,570 37,203 1,192 229 5,539 595 8,370 2,130 1,146 2,275 700 65,863
1,262 12,350 7,500 3,356 | 13.5099 GBP 13.5186 GBP 13.5641 GBP 13.7093 GBP 13.7377 GBP 13.8232 GBP 13.8427 GBP 13.8447 GBP 13.8513 GBP 18.1320 EUR 18.1556 EUR 18.1723 EUR 18.1725 EUR 18.1750 EUR 18.4129 EUR
18.1764 EUR 18.2811 EUR 18.4702 EUR 18.5718 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
| 45,136 30,285 37,300 186 117
914 4,182 413 35 79,570 776 101 1,194 521 1,240 | 13.4399 GBP 13.4656 GBP 13.5395 GBP 13.5975 GBP 13.5997 GBP
13.6384 GBP 13.7106 GBP 13.7162 GBP 13.7164 GBP 13.7241 GBP 13.7247 GBP 13.7264 GBP 13.7297 GBP 13.7314 GBP 13.7401 GBP |
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
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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 Call Option
Put Option |
Purchasing
Selling
Purchasing |
212,000
212,000
212,000 |
23.00
19.00
15.00 |
American
American
American |
17/06/16
17/06/16
17/06/16 |
0.1800
1.0680
0.6800 |
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
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Ordinary A Shares |
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Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (GBP) |
Ordinary B Shares |
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(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
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(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
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| Date of disclosure: | 13 January 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.