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Form 8.3 - BG GROUP PLC

22nd Sep 2015 14:42

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:

Barclays 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.

(c) Name of offeror/offeree in relation to whose relevant securities this form relates:

Use a separate form for each offeror/offeree

BG GROUP 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

21 September 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

ROYAL DUTCH SHELL 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: ORD
Interests Short Positions
Number (%) Number (%)
(1) Relevant securities owned
and/or controlled: 28,434,303 0.83% 23,166,596 0.68%
(2) Cash-settled derivatives:
6,189,102 0.18% 16,595,420 0.49%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
(4)
TOTAL: 34,623,405 1.01% 39,762,016 1.16%

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 Purchase/sale Number of Price per unit
security securities
ORD Purchase 22 9.9415 GBP
ORD Purchase 61 9.9450 GBP
ORD Purchase 92 9.8995 GBP
ORD Purchase 158 9.9110 GBP
ORD Purchase 253 9.8990 GBP
ORD Purchase 255 9.9040 GBP
ADR Purchase 275 15.5100 USD
ORD Purchase 277 9.9055 GBP
ORD Purchase 307 9.9320 GBP
ORD Purchase 312 9.9270 GBP
ORD Purchase 427 9.9230 GBP
ORD Purchase 449 9.9239 GBP
ORD Purchase 524 9.9131 GBP
ORD Purchase 641 9.9310 GBP
ORD Purchase 694 9.8970 GBP
ORD Purchase 802 9.9293 GBP
ORD Purchase 922 9.9315 GBP
ORD Purchase 971 9.8984 GBP
ORD Purchase 1,504 9.9306 GBP
ORD Purchase 1,652 9.9151 GBP
ORD Purchase 2,033 9.9312 GBP
ORD Purchase 2,064 9.9256 GBP
ORD Purchase 2,707 9.8875 GBP
ORD Purchase 2,890 9.9092 GBP
ADR Purchase 14,922 15.4881 USD
ORD Purchase 16,114 9.9180 GBP
ORD Purchase 19,437 9.8940 GBP
ORD Purchase 25,000 9.9192 GBP
ORD Purchase 31,568 9.9101 GBP
ORD Sale 22 9.9415 GBP
ORD Sale 61 9.9450 GBP
ORD Sale 158 9.9110 GBP
ADR Sale 275 15.5100 USD
ORD Sale 277 9.9055 GBP
ORD Sale 307 9.9320 GBP
ORD Sale 312 9.9270 GBP
ORD Sale 534 9.8999 GBP
ORD Sale 694 9.8970 GBP
ORD Sale 863 9.9310 GBP
ORD Sale 922 9.9315 GBP
ORD Sale 1,356 9.9230 GBP
ORD Sale 2,017 9.9136 GBP
ORD Sale 4,235 9.8913 GBP
ORD Sale 4,261 9.9293 GBP
ORD Sale 4,292 9.8933 GBP
ORD Sale 4,306 9.9167 GBP
ORD Sale 6,000 9.9052 GBP
ORD Sale 8,747 9.9187 GBP
ORD Sale 14,547 9.9223 GBP
ADR Sale 14,922 15.4881 USD
ORD Sale 18,713 9.9039 GBP
ORD Sale 23,272 9.9162 GBP
ORD Sale 61,658 9.9040 GBP
ORD Sale 64,888 9.9006 GBP
ORD Sale 73,406 9.9013 GBP
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
ORD SWAP Long 600 9.9002 GBP
ORD CFD Long 4,284 9.8906 GBP
ORD CFD Long 23,272 9.9162 GBP
ORD SWAP Long 42,527 9.9128 GBP
ORD SWAP Long 44,079 9.9064 GBP
ORD CFD Long 74,058 9.8913 GBP
ORD SWAP Short 767 9.7660 GBP
ORD SWAP Short 3,557 9.9235 GBP
ORD SWAP Short 4,087 9.8951 GBP
ORD CFD Short 7,461 9.9218 GBP
ORD CFD Short 13,676 9.9363 GBP
ORD SWAP Short 44,079 9.9004 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 Type

e.g. American, European etc.

Expiry date Option money paid/ received per 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:

22 September 2015

Contact name:

Jay Supaya

Telephone number:

020 7773 0635

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.

View source version on businesswire.com: http://www.businesswire.com/news/home/20150922005907/en/

Copyright Business Wire 2015


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