21st Oct 2015 11:38
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: | 20 October 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 | 250,757 319,937
296,499 308,682 | 24.2300 EUR 17.7550 GBP
24.2400 EUR 17.7250 GBP | 23.8550 EUR 17.4950 GBP
23.8750 EUR 17.4750 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 | 349,118
22 492,783 | 17.9900 GBP
24.2600 EUR 17.9900 GBP | 17.6850 GBP
24.2150 EUR 17.7183 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 | 4 25 96 32 153 36 37 4 35,451 974 437 1,465 233 376 96 6,650 10,645 290 579 930 12,564 2,143 20,000
23,672 1,040 19,462 25,000 581 | 17.5232 GBP 17.5257 GBP 17.5384 GBP 17.5385 GBP 17.5397 GBP 17.5454 GBP 17.5482 GBP 17.5632 GBP 17.5912 GBP 17.6003 GBP 17.6886 GBP 17.7150 GBP 23.8876 EUR 23.9115 EUR 23.9151 EUR 23.9213 EUR 23.9264 EUR 23.9299 EUR 23.9303 EUR 23.9808 EUR 24.0728 EUR 24.0827 EUR 24.1867 EUR
17.5502 GBP 17.5578 GBP 17.6426 GBP 23.9585 EUR 24.2068 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
| 2,500 936 199 1,213 2,440 2,900 426 33 59 753 137 184 52 857 35,710 14,152 1,447 22
11,415 18,300 | 17.7183 GBP 17.7269 GBP 17.7297 GBP 17.7300 GBP 17.7301 GBP 17.7302 GBP 17.7370 GBP 17.7372 GBP 17.7446 GBP 17.7447 GBP 17.7561 GBP 17.7682 GBP 17.7732 GBP 17.7757 GBP 17.7768 GBP 17.8987 GBP 17.9300 GBP 24.2173 EUR
17.7403 GBP 17.9451 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 | Call Option Put Option
| Selling Selling | 370,000 370,000 | 25.00 23.50 | American American | 20/11/15 20/11/15 | 0.2500 0.7700 |
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 | 10,300 | 18.50 | American | 20/11/15 | 0.1750 |
(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: | 21 October 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