Form 8.3 - BG GROUP PLC

17th Jul 2015 15:16

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 interest and short
		positions disclosed, if different from 1(a):
(c)		Name of offeror/offeree in relation to whose					BG GROUP PLC
		relevant securities this form relates:
(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:					16 July 2015
(f)		In addition to the company in 1(c) above, is the discloser making					YES:
		disclosures in respect of any other party to the offer?					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:			24,105,634		0.71%		21,236,721		0.62%
(2)		Cash-settled derivatives:
					6,170,393		0.18%		9,172,571		0.27%
(3)		Stock-settled derivatives (including options)
		and agreements to purchase/sell:			1,750,000		0.05%		1,000,000		0.03%
(4)
		TOTAL:			32,026,027		0.94%		31,409,292		0.92%

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			11			10.7275 GBP
ORD			Purchase			346			10.7342 GBP
ORD			Purchase			420			10.7125 GBP
ORD			Purchase			907			10.7450 GBP
ORD			Purchase			916			10.7320 GBP
ORD			Purchase			1,000			10.7550 GBP
ORD			Purchase			1,039			10.7377 GBP
ORD			Purchase			1,073			10.7465 GBP
ORD			Purchase			1,130			10.7350 GBP
ADR			Purchase			1,400			16.7814 USD
ORD			Purchase			1,574			10.7300 GBP
ORD			Purchase			1,750			10.7200 GBP
ORD			Purchase			1,967			10.7180 GBP
ORD			Purchase			2,100			10.7500 GBP
ORD			Purchase			2,315			10.7250 GBP
ORD			Purchase			2,591			10.7375 GBP
ORD			Purchase			4,074			10.7357 GBP
ORD			Purchase			4,843			10.7429 GBP
ORD			Purchase			8,636			10.7296 GBP
ORD			Purchase			10,506			10.7433 GBP
ORD			Purchase			13,878			10.7510 GBP
ORD			Purchase			17,602			10.7338 GBP
ORD			Purchase			51,391			10.7600 GBP
ORD			Purchase			82,954			10.7462 GBP
ORD			Sale			11			10.7275 GBP
ORD			Sale			340			10.7118 GBP
ORD			Sale			420			10.7125 GBP
ORD			Sale			500			10.7550 GBP
ORD			Sale			907			10.7450 GBP
ORD			Sale			916			10.7320 GBP
ORD			Sale			1,130			10.7350 GBP
ORD			Sale			1,385			10.7455 GBP
ADR			Sale			1,400			16.7814 USD
ORD			Sale			1,574			10.7300 GBP
ORD			Sale			1,750			10.7200 GBP
ORD			Sale			1,967			10.7180 GBP
ORD			Sale			2,153			10.7514 GBP
ORD			Sale			2,689			10.7250 GBP
ORD			Sale			2,712			10.7434 GBP
ORD			Sale			3,299			10.7441 GBP
ORD			Sale			3,360			10.7108 GBP
ORD			Sale			4,568			10.7380 GBP
ORD			Sale			5,358			10.7207 GBP
ORD			Sale			5,524			10.7265 GBP
ORD			Sale			6,519			10.7377 GBP
ORD			Sale			9,929			10.7357 GBP
ORD			Sale			10,961			10.7600 GBP
ORD			Sale			16,217			10.7500 GBP
ORD			Sale			19,490			10.6934 GBP
ORD			Sale			27,300			10.7452 GBP
ORD			Sale			53,544			10.7401 GBP
ORD			Sale			160,000			10.7425 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		700		10.7255 GBP
ORD			SWAP		Long		1,283		10.7476 GBP
ORD			CFD		Long		5,524		10.7265 GBP
ORD			SWAP		Long		30,478		10.7366 GBP
ORD			SWAP		Long		44,272		10.7456 GBP
ORD			CFD		Long		160,000		10.7425 GBP
ORD			SWAP		Short		300		10.7351 GBP
ORD			SWAP		Short		600		10.7359 GBP
ORD			CFD		Short		1,039		10.7378 GBP
ORD			CFD		Short		3,958		10.7512 GBP
ORD			SWAP		Short		6,210		10.7384 GBP
ORD			CFD		Short		13,878		10.7510 GBP
ORD			SWAP		Short		31,490		10.7396 GBP
ORD			CFD		Short		35,001		10.7528 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:			17 Jul 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.

143221.01

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

Identity of the person whose positions/dealings		Barclays PLC.
are being disclosed:
Name of offeror/offeree in relation to whose		BG GROUP
relevant securities this from relates:

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

Put Options

Purchased

-1,000,000

10.0000

American

21 Aug 2015

ORD

Put Options

Written

750,000

1050.0000

American

17 Jul 2015

ORD

Call Options

Purchased

1,000,000

10.5000

American

21 Aug 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.

View source version on businesswire.com: http://www.businesswire.com/news/home/20150717005485/en/

Copyright Business Wire 2015

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