20th Jan 2016 10:44
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: | 19 January 2016 |
(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
| Lowest price per unit paid/received
|
Ordinary A Shares | Purchases
Sales | 458,023 218,994
1,770,798 148,280 | 13.7605 GBP 18.3100 EUR
13.8800 GBP 18.3750 EUR | 13.4900 GBP 17.8600 EUR
13.5000 GBP 17.8350 EUR |
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received
| Lowest price per unit paid/received
|
Ordinary B Shares | Purchases
Sales
| 808,262 132
758,063 132 | 13.8700 GBP 18.4800 EUR
13.8950 GBP 18.4800 EUR | 13.4800 GBP 18.0000 EUR
13.5100 GBP 18.0000 EUR |
(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
|
Ordinary A Shares | Equity Swaps
| Long
Short | 1,297,278 5,124 888 700 192 4,040 55,799 16,714
38,018 8,427 6,802 432 5,600 21,972 4,660 8,965 15,171 2,193 23,023 21,616 | 13.6496 GBP 17.9273 EUR 17.9287 EUR 17.9300 EUR 18.0132 EUR 18.0173 EUR 18.1296 EUR 19.1962 USD
13.6999 GBP 13.7605 GBP 17.9106 EUR 17.9290 EUR 17.9295 EUR 18.0682 EUR 18.1190 EUR 18.1509 EUR 18.1791 EUR 18.2193 EUR 18.2423 EUR 18.2952 EUR |
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
|
Ordinary B Shares | Equity Swap | Long
Short
| 22,979 7,644 41,236 138,074 19,100 11,160 38,405
205,736 50,000 124,000 3,509 116 185 74,000 | 13.5130 GBP 13.6095 GBP 13.6335 GBP 13.6663 GBP 13.6855 GBP 13.7389 GBP 13.7901 GBP
13.6660 GBP 13.7471 GBP 13.7769 GBP 13.8034 GBP 13.8103 GBP 13.8164 GBP 13.8518 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 (EUR) | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit (EUR) |
Ordinary A Shares |
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 B Shares | Call Option | Purchasing | 65,006 | 16.1700 | European | 18/04/16 | 0.1369 |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit
|
Ordinary A Shares |
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (GBP) |
Ordinary B Shares |
(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: | 20 January 2016 |
| Contact name: | Tung Le |
| Telephone number: | 020 7742 7272 |
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