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Form 8 (OPD) Royal Dutch Shell plc - Amendment

29th Dec 2015 14:05

RNS Number : 3413K

BG GROUP plc

29 December 2015

FORM 8 (OPD)

AMENDMENT - CHANGE TO SECTION 3(A)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1. KEY INFORMATION

(a) Full name of discloser:	BG GROUP PLC
(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.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree	OFFEROR - ROYAL DUTCH SHELL PLC
(d) Is the discloser the offeror or the offeree?	OFFEREE
(e) Date position held: The latest practicable date prior to the disclosure	19 APRIL 2015
(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 - BG GROUP PLC AS OFFEREE

2. POSITIONS OF THE PARTY TO THE OFFER 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

Class of relevant security:	A ordinary shares of €0.07 each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	-	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
TOTAL:	Nil	-	Nil	-

Class of relevant security:	B ordinary shares of €0.07 each
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	0	Nil	0
(2) Cash-settled derivatives:	Nil	0	Nil	0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	0	Nil	0
TOTAL:	Nil	0	Nil	0

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).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b) Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	None
Details, including nature of the rights concerned and relevant percentages:	None

3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

3(a) Interests of directors of BG Group plc in Shell A ordinary shares (including Shell A ADSs, which each represent 2 Shell A ordinary shares)

Director	Number of ordinary shares	Percentage of total issued share capital (%)
Lim Haw Kuang	183,273	0.0047

3(b) Interests of directors of BG Group plc in Shell B ordinary shares (including Shell B ADSs, which each represent 2 Shell B ordinary shares)

Director	Number of ordinary shares	Percentage of total issued share capital (%)
Sir John Hood	1,171	0.000048
Mark Seligman	2,635	0.000108

3(c) Interests of connected advisors in Shell A ordinary shares (including Shell A ADSs, which each represent 2 Shell A ordinary shares)

Goldman, Sachs & Co

	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	401,579	0.00	194,572	0.00
(2) Cash-settled derivatives:	120,000	0.00	0	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	128,200	0.00	215,400	0.00
Total	653,179	0.01	419,372	0.00

J.P. Morgan Securities LLC

	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	832	0.00	Nil	-
(2) Cash-settled derivatives:	Nil	-	Nil	-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	-	Nil	-
Total	832	0.00	Nil	-

3(d) Interests of connected advisors in Shell B ordinary shares (including Shell B ADSs, which each represent 2 Shell B ordinary shares)

Goldman, Sachs & Co

	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	23,240	0.00	170,296	0.00
(2) Cash-settled derivatives:	0	0.00	0	0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	0	0.00	0	0.00
Total	23,240	0.00	170,296	0.00

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).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

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 party to the offer making the disclosure or any person acting in concert with it:

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 party to the offer making the disclosure, or any person acting in concert with it, 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

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	YES
Supplemental Form 8 (SBL)	NO

Date of disclosure:	29 December 2015
Contact name:	Steve Allen
Telephone number:	0118 929 3534

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 [email protected]. 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.

AMENDMENT - CHANGE TO SECTION 2

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the "Code")

1. KEY INFORMATION

Full name of person making disclosure:	(GS) GOLDMAN, SACHS & CO.
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:	ROYAL DUTCH SHELL PLC

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class of relevant security	Product description e.g. call option	Written or purchased	Number of securities to which option or derivative relates	Exercise price per unit	Type e.g. American, European etc.	Expiry date
EUR 0.07 A ordinary	Call Option	Purchased	200	57.5000 USD	AMER	15/05/2015
EUR 0.07 A ordinary	Call Option	Sold	200	65.0000 USD	AMER	15/01/2016
EUR 0.07 A ordinary	Call Option	Sold	200	67.5000 USD	AMER	17/07/2015
EUR 0.07 A ordinary	Call Option	Sold	200	70.0000 USD	AMER	15/01/2016
EUR 0.07 A ordinary	Call Option	Sold	200	70.0000 USD	AMER	17/07/2015
EUR 0.07 A ordinary	Call Option	Sold	400	57.5000 USD	AMER	15/01/2016
EUR 0.07 A ordinary	Call Option	Purchased	400	62.5000 USD	AMER	15/01/2016
EUR 0.07 A ordinary	Call Option	Sold	400	72.5000 USD	AMER	15/01/2016
EUR 0.07 A ordinary	Call Option	Purchased	600	57.5000 USD	AMER	16/10/2015
EUR 0.07 A ordinary	Call Option	Sold	600	62.5000 USD	AMER	16/10/2015
EUR 0.07 A ordinary	Call Option	Sold	600	65.0000 USD	AMER	20/01/2017
EUR 0.07 A ordinary	Call Option	Sold	600	67.5000 USD	AMER	15/01/2016
EUR 0.07 A ordinary	Call Option	Purchased	600	75.0000 USD	AMER	17/07/2015
EUR 0.07 A ordinary	Call Option	Purchased	800	60.0000 USD	AMER	15/05/2015
EUR 0.07 A ordinary	Call Option	Purchased	800	67.5000 USD	AMER	15/05/2015
EUR 0.07 A ordinary	Call Option	Purchased	1,200	65.0000 USD	AMER	15/04/2015
EUR 0.07 A ordinary	Call Option	Purchased	1,200	77.5000 USD	AMER	15/01/2016
EUR 0.07 A ordinary	Call Option	Purchased	1,600	70.0000 USD	AMER	16/10/2015
EUR 0.07 A ordinary	Call Option	Sold	1,800	67.5000 USD	AMER	16/10/2015
EUR 0.07 A ordinary	Call Option	Purchased	2,000	55.0000 USD	AMER	17/07/2015
EUR 0.07 A ordinary	Call Option	Sold	2,200	65.0000 USD	AMER	16/10/2015
EUR 0.07 A ordinary	Call Option	Purchased	2,200	72.5000 USD	AMER	17/07/2015
EUR 0.07 A ordinary	Call Option	Purchased	2,800	60.0000 USD	AMER	17/07/2015
EUR 0.07 A ordinary	Call Option	Purchased	2,800	62.5000 USD	AMER	15/05/2015
EUR 0.07 A ordinary	Call Option	Purchased	8,600	65.0000 USD	AMER	17/07/2015
EUR 0.07 A ordinary	Put Option	Purchased	200	55.0000 USD	AMER	15/01/2016
EUR 0.07 A ordinary	Put Option	Purchased	200	77.5000 USD	AMER	15/01/2016
EUR 0.07 A ordinary	Put Option	Purchased	200	80.0000 USD	AMER	15/01/2016
EUR 0.07 A ordinary	Put Option	Sold	600	42.5000 USD	AMER	17/07/2015
EUR 0.07 A ordinary	Put Option	Sold	600	50.0000 USD	AMER	20/01/2017
EUR 0.07 A ordinary	Put Option	Sold	600	55.0000 USD	AMER	16/10/2015
EUR 0.07 A ordinary	Put Option	Purchased	600	57.5000 USD	AMER	17/07/2015
EUR 0.07 A ordinary	Put Option	Purchased	600	60.0000 USD	AMER	17/07/2015
EUR 0.07 A ordinary	Put Option	Sold	600	72.5000 USD	AMER	15/01/2016
EUR 0.07 A ordinary	Put Option	Purchased	800	62.5000 USD	AMER	17/07/2015
EUR 0.07 A ordinary	Put Option	Purchased	1,600	50.0000 USD	AMER	15/01/2016
EUR 0.07 A ordinary	Put Option	Purchased	1,800	57.5000 USD	AMER	15/05/2015
EUR 0.07 A ordinary	Put Option	Purchased	2,000	55.0000 USD	AMER	17/07/2015
EUR 0.07 A ordinary	Put Option	Sold	100,000	57.5000 USD	AMER	17/04/2015
EUR 0.07 A ordinary	Put Option	Purchased	200,000	55.0000 USD	AMER	17/04/2015

3. AGREEMENTS TO PURCHASE OR SELL ETC.

Full details should be given so that the nature of the interest or position can be fully understood:

It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.

The currency of all prices and other monetary amounts should be stated.

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.

This information is provided by RNS

The company news service from the London Stock Exchange

END

FEELLFISFFLAFIE

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