9th Apr 2015 13:53
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: | 08 April 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 (GBP) | Lowest price per unit paid/received (GBP) |
Ordinary A Shares | Purchases
Sales | 2,407,759
3,314,316 | 20.8777
20.7826 | 19.7843
19.7550 |
Class of relevant security | Purchases/ sales
| Total number of securities | Highest price per unit paid/received (GBP) | Lowest price per unit paid/received (GBP) |
Ordinary B Shares | Purchases
Sales | 3,240,977
3,807,320 | 21.5600
21.5582 | 20.1000
20.1000 |
(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 (GBP) |
Ordinary A Shares
| Equity Swaps
Futures | Long
Short
Long | 5,993 16,700 1,721 1 2,021 22,594 110 8,618 305 2,400 1,419 13 88 70 16,200 90 29 33 41
90,000 40,000 832 68,000 2,723 202 493 1,266 300 16,652 820 136 12,605 1,373 17,395 280,090 767 13,574 26,426 40,000
50,000 | 19.7734 19.8203 20.0781 20.1703 20.1783 20.2015 20.2691 20.3275 20.3325 20.3340 20.3425 20.3458 20.3673 20.4050 20.4143 20.4407 20.4680 20.4724 20.4942
19.7609 19.7787 19.8199 20.0666 20.1799 20.3455 20.3584 20.4076 20.4110 20.4125 20.4252 20.4276 20.4421 20.4514 20.4644 20.4818 20.4937 20.5528 20.5708 20.7402
1.0318 |
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 (GBP) |
Ordinary B Shares | Equity Swaps
| Long
Short | 16,656 187 25,500 27,500 218 289 4 543 180 15,589 491 15 482 6,062 799 365,228 99 93,534 113 187,068 32,000 106 125,210 35,000 187,068
5,993 788 27,500 10,000 40,051 30,000 50,000 10,000 | 20.1849 20.1934 20.2056 20.2306 20.2637 20.2805 20.3130 20.3486 20.3978 20.4243 20.4514 20.4566 20.4710 20.4932 20.5083 20.5270 20.5355 20.6020 20.6482 20.7492 20.8175 20.8197 20.8219 20.8990 20.9790
20.1947 20.1950 20.2271 20.5041 20.6216 20.8360 20.8370 21.1516 |
(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 (GBP) | Type e.g. American, European etc. | Expiry date | Option money paid/ received per unit (GBP) |
Ordinary B Shares | Call Option | Purchasing | 89,000 | 19.5000 | American | 17/07/15 | 1.1600 |
(ii) Exercise
Class of relevant security | Product description e.g. call option | Exercising/ exercised against | Number of securities | Exercise price per unit (GBP) |
(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: | 09 April 2015 |
| Contact name: | Jasper Niesing |
| Telephone number: | 020 7742 4613 |
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