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Form 8.3 - BG GROUP PLC

11th Sep 2015 14:49

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

10 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: 28,828,230 0.84% 23,426,980 0.69%
(2) Cash-settled derivatives:
6,598,513 0.19% 16,516,515 0.48%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
(4)
TOTAL: 35,426,743 1.04% 39,943,495 1.17%

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 228 9.9878 GBP
ORD Purchase 249 9.9570 GBP
ORD Purchase 380 9.9850 GBP
ORD Purchase 417 9.8720 GBP
ORD Purchase 436 9.8560 GBP
ORD Purchase 436 9.9170 GBP
ORD Purchase 436 9.8900 GBP
ORD Purchase 776 9.9650 GBP
ORD Purchase 938 9.8440 GBP
ORD Purchase 1,592 9.9399 GBP
ORD Purchase 2,080 9.8910 GBP
ORD Purchase 2,098 9.9575 GBP
ORD Purchase 2,428 9.8915 GBP
ORD Purchase 2,976 9.8810 GBP
ORD Purchase 5,285 9.9509 GBP
ORD Purchase 5,749 9.9504 GBP
ORD Purchase 6,425 9.9241 GBP
ORD Purchase 8,821 9.9517 GBP
ORD Purchase 9,269 9.8888 GBP
ORD Purchase 13,724 9.9519 GBP
ORD Purchase 41,880 9.8990 GBP
ORD Purchase 85,950 9.8951 GBP
ADR Purchase 92,292 15.3528 USD
ORD Purchase 103,233 9.9181 GBP
ORD Sale 228 9.9878 GBP
ORD Sale 249 9.9570 GBP
ORD Sale 366 9.8325 GBP
ORD Sale 380 9.9850 GBP
ORD Sale 417 9.8720 GBP
ORD Sale 436 9.8560 GBP
ORD Sale 436 9.9170 GBP
ORD Sale 436 9.8900 GBP
ORD Sale 776 9.9650 GBP
ORD Sale 938 9.8440 GBP
ORD Sale 1,000 9.8700 GBP
ORD Sale 1,050 9.9943 GBP
ORD Sale 1,124 9.9649 GBP
ORD Sale 1,125 9.9615 GBP
ORD Sale 1,322 9.9841 GBP
ORD Sale 1,574 9.9100 GBP
ORD Sale 1,591 9.9840 GBP
ORD Sale 1,592 9.9399 GBP
ORD Sale 1,750 9.8492 GBP
ORD Sale 1,766 9.9144 GBP
ORD Sale 1,996 9.9185 GBP
ORD Sale 2,104 9.8725 GBP
ORD Sale 2,650 9.8838 GBP
ORD Sale 3,225 9.8982 GBP
ORD Sale 3,645 9.8659 GBP
ORD Sale 4,174 9.9675 GBP
ORD Sale 6,058 9.9480 GBP
ORD Sale 8,709 9.9068 GBP
ORD Sale 9,532 9.9127 GBP
ORD Sale 15,912 9.8312 GBP
ORD Sale 31,716 9.9113 GBP
ORD Sale 58,529 9.8909 GBP
ORD Sale 64,604 9.8989 GBP
ORD Sale 78,711 9.8910 GBP
ADR Sale 92,292 15.3528 USD
ORD Sale 183,731 9.8903 GBP
(b) Cash-settled derivative transactions
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security securities
ORD CFD Long 2,104 9.8725 GBP
ORD SWAP Long 4,174 9.9675 GBP
ORD CFD Long 4,629 9.8747 GBP
ORD SWAP Long 5,938 9.9002 GBP
ORD SWAP Long 18,864 9.9319 GBP
ORD SWAP Long 25,400 9.8966 GBP
ORD SWAP Long 48,831 9.8980 GBP
ORD SWAP Long 77,602 9.9198 GBP
ORD CFD Long 135,956 9.8675 GBP
ORD SWAP Short 200 9.8251 GBP
ORD CFD Short 1,955 9.9635 GBP
ORD CFD Short 2,098 9.9575 GBP
ORD SWAP Short 2,463 9.9367 GBP
ORD CFD Short 46,146 9.8706 GBP
ORD CFD Short 33,409 9.9481 GBP
ORD SWAP Short 77,572 9.9189 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:

11 Sept 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/20150911005458/en/

Copyright Business Wire 2015


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