7th Dec 2015 15:07
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 | 4 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)
| Interests | Short Positions | ||||||||||
| Number | (%) | Number | (%) | ||||||||
| (1) | Relevant securities owned | ||||||||||
| and/or controlled: | 32,265,123 | 0.94% | 27,283,443 | 0.80% | |||||||
| (2) | Cash-settled derivatives: | ||||||||||
| 7,692,746 | 0.23% | 20,361,328 | 0.60% | ||||||||
| (3) | Stock-settled derivatives (including options) | ||||||||||
| and agreements to purchase/sell: | 475,000 | 0.01% | 500,000 | 0.01% | |||||||
| (4) | |||||||||||
| TOTAL: | 40,432,869 | 1.18% | 48,144,771 | 1.41% |
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 | 55 | 10.4502 GBP | ||||
| ORD | Purchase | 359 | 10.4850 GBP | ||||
| ORD | Purchase | 381 | 10.2400 GBP | ||||
| ORD | Purchase | 448 | 10.1700 GBP | ||||
| ORD | Purchase | 658 | 10.2250 GBP | ||||
| ORD | Purchase | 800 | 10.5600 GBP | ||||
| ORD | Purchase | 800 | 10.5150 GBP | ||||
| ORD | Purchase | 1,090 | 10.3836 GBP | ||||
| ORD | Purchase | 1,279 | 10.4198 GBP | ||||
| ORD | Purchase | 1,664 | 10.4258 GBP | ||||
| ORD | Purchase | 1,697 | 10.2700 GBP | ||||
| ORD | Purchase | 1,826 | 10.2619 GBP | ||||
| ORD | Purchase | 1,992 | 10.4399 GBP | ||||
| ORD | Purchase | 2,040 | 10.2350 GBP | ||||
| ORD | Purchase | 2,261 | 10.4800 GBP | ||||
| ORD | Purchase | 3,460 | 10.2450 GBP | ||||
| ORD | Purchase | 4,367 | 10.2938 GBP | ||||
| ORD | Purchase | 6,599 | 10.2608 GBP | ||||
| ADR | Purchase | 7,800 | 15.4517 USD | ||||
| ORD | Purchase | 12,063 | 10.2500 GBP | ||||
| ADR | Purchase | 28,600 | 15.4149 USD | ||||
| ORD | Purchase | 39,889 | 10.2493 GBP | ||||
| ORD | Purchase | 41,022 | 10.2549 GBP | ||||
| ORD | Purchase | 70,340 | 10.2592 GBP | ||||
| ORD | Purchase | 107,829 | 10.2546 GBP | ||||
| ORD | Sale | 359 | 10.4850 GBP | ||||
| ORD | Sale | 381 | 10.2400 GBP | ||||
| ORD | Sale | 605 | 10.3855 GBP | ||||
| ORD | Sale | 658 | 10.2250 GBP | ||||
| ORD | Sale | 800 | 10.5600 GBP | ||||
| ORD | Sale | 800 | 10.5150 GBP | ||||
| ORD | Sale | 896 | 10.1700 GBP | ||||
| ORD | Sale | 1,020 | 10.2350 GBP | ||||
| ORD | Sale | 1,584 | 10.4800 GBP | ||||
| ORD | Sale | 1,868 | 10.3382 GBP | ||||
| ORD | Sale | 2,001 | 10.2700 GBP | ||||
| ORD | Sale | 2,258 | 10.4464 GBP | ||||
| ORD | Sale | 2,944 | 10.3714 GBP | ||||
| ORD | Sale | 3,120 | 10.2417 GBP | ||||
| ORD | Sale | 3,460 | 10.2450 GBP | ||||
| ORD | Sale | 3,872 | 10.2130 GBP | ||||
| ORD | Sale | 4,982 | 10.3507 GBP | ||||
| ADR | Sale | 7,800 | 15.4517 USD | ||||
| ORD | Sale | 8,587 | 10.2393 GBP | ||||
| ORD | Sale | 19,171 | 10.1943 GBP | ||||
| ORD | Sale | 21,582 | 10.2543 GBP | ||||
| ORD | Sale | 26,565 | 10.3105 GBP | ||||
| ADR | Sale | 28,600 | 15.4149 USD | ||||
| ORD | Sale | 35,418 | 10.2301 GBP | ||||
| ORD | Sale | 36,522 | 10.2620 GBP | ||||
| ORD | Sale | 45,021 | 10.2500 GBP | ||||
| ORD | Sale | 55,425 | 10.2532 GBP | ||||
| ORD | Sale | 59,320 | 10.2355 GBP | ||||
| ORD | Sale | 64,047 | 10.3247 GBP | ||||
| ORD | Sale | 95,270 | 10.2373 GBP | ||||
| ORD | Sale | 186,676 | 10.2817 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 | 1,100 | 10.3908 GBP | |||||
| ORD | CFD | Long | 1,868 | 10.3382 GBP | |||||
| ORD | SWAP | Long | 6,976 | 10.4269 GBP | |||||
| ORD | CFD | Long | 14,300 | 10.2420 GBP | |||||
| ORD | SWAP | Long | 21,885 | 10.4381 GBP | |||||
| ORD | CFD | Long | 38,976 | 10.3853 GBP | |||||
| ORD | SWAP | Long | 83,660 | 10.2944 GBP | |||||
| ORD | CFD | Long | 153,889 | 10.2456 GBP | |||||
| ORD | SWAP | Short | 1,992 | 10.4399 GBP | |||||
| ORD | CFD | Short | 3,900 | 10.2434 GBP | |||||
| ORD | CFD | Short | 4,988 | 10.4700 GBP | |||||
| ORD | SWAP | Short | 21,889 | 10.3891 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: | 7 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/20151207005896/en/
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