10th Apr 2015 12:02
FORM 8.5 (EPT/RI)
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY
Rule 8.5 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Name of exempt principal trader: | J.P. Morgan Securities plc |
(b) Name of offeror/offeree in relation to whose relevant securities this form relates: Use a separate form for each offeror/offeree | Royal Dutch Shell Plc |
(c) Name of the party to the offer with which exempt principal trader is connected: | BG Group Plc |
(d) Date dealing undertaken: | 09 April 2015 |
(e) In addition to the company in 1(b) above, is the exempt principal trader making disclosures in respect of any other party to this offer? If it is a cash offer or possible cash offer, state "N/A" | Yes BG Group Plc |
2. DEALINGS BY THE EXEMPT PRINCIPAL TRADER
Where there have been dealings in more than one class of relevant securities of the offeror or offeree named in 1(b), copy table 2(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 security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received (GBP) | Lowest price per unit paid/received (GBP) |
Ordinary A Shares | Purchases
Sales | 925,208
1,213,069 | 20.2233
20.2233 | 19.7269
19.7100 |
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received (GBP) | Lowest price per unit paid/received (GBP) |
Ordinary B Shares | Purchases
Sales | 2,203,125
2,125,031 | 20.5726
20.4850 | 19.9500
19.9650 |
(b) Cash-settled derivative transactions
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit (GBP) |
Ordinary A Shares
| Equity Swaps
| Long
Short
| 68,086 8,176 79,744 5,992 70,000 9,509
244 12 8 604 12,160 1,533 85 1 7 64 90 1,570 115 6,355 7,963 518 39 8,397 46,576 59 774 8,892 656 393 45,062 | 19.8181 19.8797 19.9226 19.9783 19.9826 20.2263
19.9019 19.9163 19.9225 19.9334 19.9340 19.9737 19.9831 20.0120 20.0198 20.0119 20.0463 20.0597 20.0599 20.0846 20.0912 20.1035 20.1041 20.1320 20.1384 20.1635 20.1667 20.1861 20.1864 20.1954 20.2161 |
Class of relevant security | Product description e.g. CFD | Nature of dealing e.g. opening/closing a long/short position, increasing/reducing a long/short position | Number of reference securities | Price per unit (GBP) |
Ordinary B Shares | Equity Swaps
| Long
Short | 34,000 27,000 664 50,000 9,135 4,454 14,698 44,540 30,000 37,700 11,135
30,000 80 506 269 241 67,250 664 144 130 394 2,877 60,288 30 5,992 | 20.0375 20.0853 20.0900 20.1232 20.1403 20.1798 20.2302 20.2377 20.2481 20.2684 20.3606
20.0030 20.0398 20.0570 20.0660 20.0813 20.0842 20.0988 20.1050 20.1171 20.1242 20.1358 20.1954 20.2263 20.2630 |
(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 (GBP) | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit (GBP) |
Ordinary A Shares
Ordinary B Shares | Put Option Call Option Call Option
Put Option Call Option Call Option | Selling Selling Selling
Purchasing Purchasing Selling | 75,000 75,000 208,500
23,500 23,500 23,500 | 19.6604 21.1167 20.3885
18.5000 23.0000 21.0000 | American American American
American American American | 19/06/15 19/06/15 17/04/15
19/06/15 19/06/15 19/06/15 | 0.7716 0.2584 0.1528
0.3400 0.0650 0.3925 |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (GBP) |
(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) (GBP) |
|
3. 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 exempt principal trader 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" |
None
|
(b) Agreements, arrangements or understandings relating to options or derivatives
Details of any agreement, arrangement or understanding, formal or informal, between the exempt principal trader 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" |
None
|
| Date of disclosure: | 10 April 2015 |
| Contact name: | Jasper Niesing |
| Telephone number: | 020 7742 4613 |
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 dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
Related Shares:
RDSA.L