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18 Nov 2015 15:08
AVS Number:
FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: | FMR LLC and/or one or more of its direct or indirect subsidiaries And FIL Limited and/or one or more of its direct and indirect subsidiaries |
(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) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree: | |
(e) Date position held/dealing undertaken: For an opening position disclosure, state the latest practicable date prior to the disclosure | 17-November-15 |
(f) In addition to the company in 1(c) above, is the discloser 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 If YES, specify which: 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 (if any)
Class of relevant security:
| Ordinary Shares A | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 78,862,636 | 2.00% | ||
(2) Cash-settled derivatives:
| 192,121 | 0.00% | 524,000 | 0.01% |
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | ||||
TOTAL: | 79,054,757 | 2.00% | 524,000 | 0.01% |
The above position includes a transfer in of 17 ADR.
Class of relevant security:
| Ordinary Shares class B | |||
| Interests | Short positions | ||
Number | % | Number | % | |
(1) Relevant securities owned and/or controlled: | 11,160,694 | 0.45% | ||
(2) Cash-settled derivatives:
| ||||
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: | ||||
TOTAL: | 11,160,694 | 0.45% | ||
The above position includes a transfer in of 6 ADR.
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).
(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 (IF ANY) 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
Class of relevant security | Purchase/sale
| Number of securities | Price per unit |
Ordinary shares class A | Sale | 41,097 | 16.1955 GBP/ Share |
Ordinary shares class A | Sale | 59,920 | 16.055 GBP/ Share |
Ordinary shares class A | Sale | 303,694 | 16.2121 GBP/ Share |
Ordinary shares class A | Sale | 535,186 | 16.1903 GBP/ Share |
Ordinary shares class A | Sale | 299,600 | 16.1575 GBP/ Share |
ADR class A | Buy | 863 | 48.85 USD/ Unit |
ADR class A | Buy | 89 | 48.98 USD/ Unit |
ADR class A | Buy | 22 | 49.51 USD/ Unit |
ADR class A | Buy | 12 | 49.30 USD/ Unit |
ADR class A | Buy | 27 | 48.62 USD/ Unit |
ADR class A | Buy | 21 | 48.41 USD/ Unit |
ADR class A | Sale | 104 | 49.50 USD/ Unit |
ADR class A | Sale | 3,265 | 48.84 USD/ Unit |
ADR class A | Sale | 7 | 48.985 USD/ Unit |
ADR class A | Sale | 64 | 48.38 USD/ Unit |
ADR class A | Sale | 1,979 | 48.98 USD/ Unit |
ADR class A | Sale | 28 | 49.27 USD/ Unit |
ADR class A | Sale | 16 | 48.61 USD/ Unit |
ADR class A | Sale | 11 | 48.845 USD/ Unit |
ADR class A | Sale | 5 | 48.59 USD/ Unit |
ADR class A | Sale | 12 | 49.40 USD/ Unit |
ADR class B | Sale | 167 | 49.05 USD/ Unit |
ADR class B | Sale | 4 | 49.67 USD/ Unit |
(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 shares class A | Putt option | Opening a short position | 145,000 | 0.3673 GBP/ Unit |
(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 |
Ordinary shares class A | Put option | Buy back | 145,000 | 1,600.00 GBP | European | 20/11/2015 | 0.0670 GBP/ 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 person 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" |
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the person 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" |
|
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? | No |
| Date of disclosure: | 18-November-15 |
| Contact name: | Sally-Ann Hatton |
| Telephone number: | 01737 837148 |
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.
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