15 Feb 2016 11:18
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 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 | 1,008,777 4,110,484
975,609 2,166,645 | 15.2550 GBP 19.7630 EUR
15.2550 GBP 19.7600 EUR | 14.6800 GBP 18.8755 EUR
14.6750 GBP 18.8650 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
| 5,050,691 347
6,701,551 347 | 15.2615 GBP 19.8950 EUR
15.2800 GBP 19.7293 EUR | 14.6550 GBP 19.3200 EUR
14.7200 GBP 19.7293 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
| 25,532 54,082 75,000 9,795 238 2,109 2,123 1,500 146,452 1,044
98 63,589 300 1,767,104 24,971 2,500 2,500 20,000 70,935 | 14.8128 GBP 14.8368 GBP 14.8993 GBP 19.0012 EUR 19.0731 EUR 19.0813 EUR 19.2232 EUR 19.3000 EUR 19.3458 EUR 19.7585 EUR
19.1418 EUR 19.1931 EUR 19.2183 EUR 19.2350 EUR 19.4090 EUR 19.4581 EUR 19.5606 EUR 19.7613 EUR 19.7630 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
| 25,000 475,000 10,900
384 66 491 216 558 6,184 538 25,000 5,100 | 14.7889 GBP 14.8944 GBP 15.1243 GBP
14.8410 GBP 14.8428 GBP 14.8430 GBP 14.8465 GBP 14.8473 GBP 14.8523 GBP 14.8559 GBP 14.8654 GBP 15.2615 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 | Put Option
| Purchasing
| 454,600
| 19.5000 | American
| 19/02/16
| 0.8300
|
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 | Put Option Put Option Put Option Put Option
| Purchasing Purchasing Purchasing Purchasing
| 4,000 5,000 6,000 6,000
| 13.5000 14.0000 14.0000 14.5000
| American American American American
| 16/12/16 16/12/16 16/12/16 16/12/16
| 1.5400 1.7150 1.8050 2.0900
|
(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 |
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: | 15 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.