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Form 8.3 - BG GROUP PLC

22nd Oct 2015 15:38

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 Oct 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: 28,283,928 0.83% 26,312,799 0.77%
(2) Cash-settled derivatives:
6,691,698 0.20% 16,755,417 0.49%
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 0 0.00% 0 0.00%
(4)
TOTAL: 34,975,626 1.02% 43,068,216 1.26%

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
ADR Purchase 64 16.8700 USD
ORD Purchase 341 10.8650 GBP
ORD Purchase 492 10.8750 GBP
ORD Purchase 615 10.8175 GBP
ORD Purchase 846 10.8481 GBP
ORD Purchase 1,713 10.8193 GBP
ADR Purchase 1,928 16.8400 USD
ORD Purchase 2,338 10.8483 GBP
ORD Purchase 2,904 10.8874 GBP
ORD Purchase 3,404 10.8000 GBP
ORD Purchase 5,541 10.8428 GBP
ADR Purchase 10,282 16.8149 USD
ORD Purchase 31,971 10.8067 GBP
ORD Purchase 42,686 10.8450 GBP
ORD Sale 41 10.8050 GBP
ADR Sale 64 16.8700 USD
ORD Sale 130 10.8402 GBP
ORD Sale 250 10.7360 GBP
ORD Sale 300 10.7865 GBP
ORD Sale 321 10.8700 GBP
ORD Sale 682 10.8650 GBP
ORD Sale 957 10.8682 GBP
ORD Sale 1,040 10.8490 GBP
ADR Sale 1,928 16.8400 USD
ORD Sale 3,059 10.8284 GBP
ORD Sale 3,106 10.8383 GBP
ORD Sale 3,404 10.8000 GBP
ORD Sale 6,071 10.8143 GBP
ADR Sale 10,282 16.8149 USD
ORD Sale 16,766 10.8433 GBP
ORD Sale 43,899 10.8275 GBP
ORD Sale 53,723 10.8317 GBP
ORD Sale 55,721 10.8320 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 2,789 10.8587 GBP
ORD CFD Long 3,059 10.8284 GBP
ORD SWAP Long 3,062 10.8243 GBP
ORD SWAP Long 3,710 10.8374 GBP
ORD CFD Long 4,220 10.8777 GBP
ORD CFD Long 5,141 10.8297 GBP
ORD SWAP Long 6,071 10.8143 GBP
ORD SWAP Long 6,220 10.7853 GBP
ORD SWAP Long 19,786 10.8236 GBP
ORD CFD Long 21,839 10.8368 GBP
ORD SWAP Long 26,328 10.8260 GBP
ORD SWAP Long 29,715 10.8474 GBP
ORD CFD Long 50,989 10.8272 GBP
ORD CFD Short 964 10.8258 GBP
ORD SWAP Short 1,600 10.8261 GBP
ORD SWAP Short 4,040 10.8747 GBP
ORD SWAP Short 6,737 10.7944 GBP
ORD CFD Short 11,436 10.8865 GBP
ORD SWAP Short 25,234 10.8100 GBP
ORD SWAP Short 35,429 10.8335 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 Oct 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/20151022006003/en/

Copyright Business Wire 2015


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