22nd Jan 2016 11:24
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: | 21 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 | 580,951 1,327,414
576,257 724,992 | 13.1750 GBP 17.4650 EUR
13.1800 GBP 17.4600 EUR | 12.5764 GBP 16.5700 EUR
12.5850 GBP 16.5250 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
| 1,995,333 2,160
4,264,497 2,160 | 13.2100 GBP 17.6200 EUR
13.1850 GBP 17.0953 EUR | 12.6200 GBP 17.0550 EUR
12.6067 GBP 17.0953 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
Dividend Future
| Long
Short
Long
| 685,638 18,792 466 454 3,325 6,500 252 681,503 50,000
20,481 302 685,638 4,670 364,115 15,116 5,601 11,277 1,320 681,503 25,173
500,000 | 13.1650 GBP 16.6491 EUR 16.6864 EUR 16.7363 EUR 16.7378 EUR 17.1698 EUR 17.4287 EUR 17.4300 EUR 17.4598 EUR
12.8599 GBP 12.8781 GBP 13.1650 GBP 16.7903 EUR 16.9522 EUR 17.0326 EUR 17.2255 EUR 17.4150 EUR 17.4297 EUR 17.4300 EUR 17.4326 EUR
0.8400 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
| 86,384 1,049,814 630,853 489,940 467,670 23,840 157 165 550 2,843 6,181 397,747 13,762 122,485 1,705,927
146 4,127 630,853 112,402 197 89,080 5,054 1,217 283 45,100 1,705,927 | 12.6067 GBP 12.6425 GBP 12.7369 GBP 12.7604 GBP 12.7880 GBP 12.8008 GBP 12.8262 GBP 12.8337 GBP 12.8435 GBP 12.8548 GBP 12.8627 GBP 12.9873 GBP 12.9977 GBP 13.0702 GBP 13.1850 GBP
12.8077 GBP 12.8256 GBP 12.8528 GBP 12.8958 GBP 12.9278 GBP 12.9630 GBP 13.0588 GBP 13.0652 GBP 13.0663 GBP 13.1188 GBP 13.1850 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 |
(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: | 22 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