20th Nov 2015 11:12
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 November 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
| Lowest price per unit paid/received
|
Ordinary A Shares | Purchases
Sales | 3,668,239 863,339
994,506 645,179 | 16.8900 GBP 24.2000 EUR
16.8900 GBP 24.1352 EUR | 16.5650 GBP 23.7250 EUR
16.5550 GBP 23.7850 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 | 549,364 31
516,180 | 17.0650 GBP 24.4500 EUR
17.0600 GBP | 16.7250 GBP 24.4500 EUR
16.7150 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
| 30,815 23,223
2,389,000 2,022 801,278 16,312 17,600 504 6,228 160 46 615 4,289 343 3,454 281 3,002 37,415 4,144 331 114 1,656 1,513 140 7,713 2,068 30,000 187 8,887 20,145 623 7,784 50,000 12,261 1,481 4,840 6,046 9,355 | 16.6344 GBP 16.6830 GBP
16.5650 GBP 16.6441 GBP 16.6600 GBP 16.7417 GBP 16.7659 GBP 23.8207 EUR 23.8209 EUR 23.8224 EUR 23.8250 EUR 23.8265 EUR 23.8461 EUR 23.8475 EUR 23.8585 EUR 23.8615 EUR 23.8661 EUR 23.8664 EUR 23.8718 EUR 23.8722 EUR 23.8859 EUR 23.8884 EUR 23.8904 EUR 23.8924 EUR 23.9068 EUR 23.9215 EUR 23.9295 EUR 23.9300 EUR 23.9359 EUR 23.9444 EUR 23.9485 EUR 23.9488 EUR 23.9492 EUR 23.9528 EUR 23.9575 EUR 23.9917 EUR 24.0554 EUR 24.1532 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
| 600 14,120 25,345 10,000
8,538 1,546 2 858 287 26 702 15,878 3,655 9,475 31 | 16.8005 GBP 16.8195 GBP 16.8847 GBP 17.0030 GBP
16.7446 GBP 16.7492 GBP 16.7517 GBP 16.7534 GBP 16.7616 GBP 16.7634 GBP 16.7647 GBP 16.7804 GBP 16.8150 GBP 16.8543 GBP 24.4518 EUR |
(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: | 20 November 2015 |
| 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