30th Dec 2015 15:15
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 | 29 DEC 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: | 35,615,302 | 1.04% | 26,238,214 | 0.77% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 6,937,650 | 0.21% | 20,919,729 | 0.61% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 475,000 | 0.01% | 500,000 | 0.01% | |||||||
| (4) | |||||||||||
| TOTAL: | 43,027,952 | 1.26% | 47,657,943 | 1.39% |
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 | 37 | 10.0050 GBP | ||||
| ORD | Purchase | 124 | 9.9260 GBP | ||||
| ORD | Purchase | 161 | 9.9441 GBP | ||||
| ORD | Purchase | 395 | 10.0550 GBP | ||||
| ORD | Purchase | 424 | 10.0150 GBP | ||||
| ADR | Purchase | 460 | 14.7700 USD | ||||
| ORD | Purchase | 499 | 9.9560 GBP | ||||
| ORD | Purchase | 768 | 10.0175 GBP | ||||
| ORD | Purchase | 884 | 9.8692 GBP | ||||
| ORD | Purchase | 911 | 10.0225 GBP | ||||
| ORD | Purchase | 1,267 | 9.9932 GBP | ||||
| ORD | Purchase | 1,355 | 10.0275 GBP | ||||
| ORD | Purchase | 1,421 | 9.9725 GBP | ||||
| ORD | Purchase | 2,472 | 10.0300 GBP | ||||
| ORD | Purchase | 2,557 | 10.0100 GBP | ||||
| ORD | Purchase | 2,782 | 9.9629 GBP | ||||
| ORD | Purchase | 2,929 | 9.9993 GBP | ||||
| ORD | Purchase | 3,500 | 9.9979 GBP | ||||
| ORD | Purchase | 3,550 | 10.0200 GBP | ||||
| ORD | Purchase | 3,587 | 9.9754 GBP | ||||
| ORD | Purchase | 3,759 | 10.0250 GBP | ||||
| ORD | Purchase | 3,908 | 10.0139 GBP | ||||
| ORD | Purchase | 4,109 | 9.9846 GBP | ||||
| ORD | Purchase | 7,489 | 9.9322 GBP | ||||
| ORD | Purchase | 21,841 | 9.9880 GBP | ||||
| ORD | Purchase | 23,551 | 9.9848 GBP | ||||
| ORD | Purchase | 69,813 | 9.9690 GBP | ||||
| ORD | Purchase | 77,363 | 9.8907 GBP | ||||
| ADR | Purchase | 77,363 | 14.6900 USD | ||||
| ORD | Purchase | 136,214 | 10.0400 GBP | ||||
| ADR | Purchase | 167,654 | 14.7720 USD | ||||
| ORD | Purchase | 275,210 | 10.0189 GBP | ||||
| ORD | Sale | 37 | 10.0050 GBP | ||||
| ORD | Sale | 124 | 9.9260 GBP | ||||
| ADR | Sale | 460 | 14.7700 USD | ||||
| ORD | Sale | 491 | 9.8849 GBP | ||||
| ORD | Sale | 499 | 9.9560 GBP | ||||
| ORD | Sale | 768 | 10.0175 GBP | ||||
| ORD | Sale | 920 | 9.9075 GBP | ||||
| ORD | Sale | 1,351 | 10.0001 GBP | ||||
| ORD | Sale | 2,813 | 9.9987 GBP | ||||
| ORD | Sale | 6,090 | 10.0185 GBP | ||||
| ORD | Sale | 9,205 | 10.0214 GBP | ||||
| ORD | Sale | 21,224 | 10.0550 GBP | ||||
| ORD | Sale | 26,168 | 10.0384 GBP | ||||
| ORD | Sale | 31,684 | 9.9392 GBP | ||||
| ORD | Sale | 37,048 | 9.9750 GBP | ||||
| ORD | Sale | 50,679 | 9.9708 GBP | ||||
| ADR | Sale | 77,363 | 14.6900 USD | ||||
| ORD | Sale | 101,710 | 9.9637 GBP | ||||
| ADR | Sale | 167,654 | 14.7720 USD | ||||
| ORD | Sale | 256,197 | 10.0141 GBP | ||||
| ORD | Sale | 302,585 | 10.0266 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 | 5,285 | 10.0215 GBP | |||||
| ORD | SWAP | Long | 7,771 | 9.9334 GBP | |||||
| ORD | SWAP | Long | 14,044 | 9.9872 GBP | |||||
| ORD | CFD | Long | 19,886 | 9.9404 GBP | |||||
| ORD | CFD | Long | 13,308 | 9.9769 GBP | |||||
| ORD | SWAP | Long | 31,684 | 9.9392 GBP | |||||
| ORD | CFD | Long | 40,313 | 9.9602 GBP | |||||
| ORD | SWAP | Long | 81,379 | 9.9343 GBP | |||||
| ORD | CFD | Long | 83,827 | 10.0197 GBP | |||||
| ORD | CFD | Short | 1,174 | 9.9871 GBP | |||||
| ORD | CFD | Short | 3,908 | 10.0139 GBP | |||||
| ORD | SWAP | Short | 5,285 | 9.9796 GBP | |||||
| ORD | SWAP | Short | 13,353 | 9.9584 GBP | |||||
| ORD | CFD | Short | 36,860 | 9.8590 GBP | |||||
| ORD | CFD | Short | 77,363 | 9.8907 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? | YES |
| Date of disclosure: | 30 DEC 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.
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: | Barclays PLC. | ||
| Name of offeror/offeree in relation to whose relevant securities the disclosure relates: | BG GROUP PLC |
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
| Class | Product | Writing, | Number | Exercise | Type | Expiry | |||||||
| of | description | purchasing, | of | price | date | ||||||||
| relevant | selling, | securities | per unit | ||||||||||
| security | varying etc | to which | |||||||||||
| option | |||||||||||||
| relates | |||||||||||||
| ORD | Call Options | Purchased | 475,000 | 10.8500 | European | 15 Jan 2016 | |||||||
| ORD | Call Options | Written | -500,000 | 1100.0000 | American | 15 Jan 2016 |
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.
View source version on businesswire.com: http://www.businesswire.com/news/home/20151230005310/en/
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