29th Jan 2016 11:50
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: | 28 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 | 1,789,743 855,443
1,311,071 909,801 | 20.4150 EUR 15.3600 GBP
20.4100 EUR 15.4050 GBP | 19.3600 EUR 14.6650 GBP
19.3500 EUR 14.6950 GBP |
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
| 135 2,884,061
135 3,861,817 | 20.0350 EUR 15.3900 GBP
20.0350 EUR 15.4150 GBP | 20.0350 EUR 14.6400 GBP
20.0350 EUR 14.6550 GBP |
(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
| 51,509 146,342 36,915 16,424 101,645 50,000 7,633 34,127 1,554 25,000 2,900 25,000 3,821 25,000 13,312 25,000 25,000 171 25,000 25,000
89,080 55,831 25,000 1,590 225,000 225,000 3,770 275,000 375,000 4,696 224 45,850 138 25,000 25,000 30,000 76 25,000 13,407 | 14.7235 GBP 14.9289 GBP 19.5684 EUR 19.6548 EUR 19.6794 EUR 19.7336 EUR 19.7554 EUR 19.7620 EUR 19.7650 EUR 19.7684 EUR 19.7797 EUR 19.7878 EUR 19.8275 EUR 19.8598 EUR 19.8963 EUR 19.9278 EUR 20.0478 EUR 20.0710 EUR 20.0878 EUR 20.3428 EUR
14.8148 GBP 14.9193 GBP 19.6072 EUR 19.6437 EUR 19.6720 EUR 19.7165 EUR 19.7257 EUR 19.7572 EUR 19.7620 EUR 19.7665 EUR 19.7679 EUR 19.7680 EUR 19.8029 EUR 19.9122 EUR 19.9572 EUR 20.0588 EUR 20.0730 EUR 20.1072 EUR 20.2908 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
Call Option | Long
Short
Long | 46,794 479,206 31,700 222,700 286,343
71,390 18 7,994 850 734 167 6,064 891 1,557 2,456 461 152,580 209,192 23,285 69,628
151,512 | 14.8131 GBP 14.8444 GBP 14.9272 GBP 14.9352 GBP 14.9508 GBP
14.7377 GBP 14.8665 GBP 14.8720 GBP 14.8840 GBP 14.8869 GBP 14.8896 GBP 14.8925 GBP 14.8948 GBP 14.8956 GBP 14.8980 GBP 14.9218 GBP 14.9681 GBP 14.9927 GBP 15.0438 GBP 15.0968 GBP
17.5700 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 |
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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 |
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(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 |
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Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (GBP) |
Ordinary B Shares |
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(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) |
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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: | 29 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