REG-Royal Dutch Shell: Form 8 (OPD) - Royal Dutch Shell plc <Origin Href="QuoteRef">RDSa.L</Origin>
20/04/2015 16:30
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser: Royal Dutch Shell plc
(b) Owner or controller of interests and short N/A
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient. For a trust, the trustee(s),
settlor and beneficiaries must be named.
(c) Name of offeror in relation to whose
relevant securities this form relates Royal Dutch Shell plc
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or the OFFEROR
offeree?
(e) Date position held: 17 April 2015
The latest practicable date prior to the
disclosure
(f) In addition to the company in 1(c) above, YES
is the discloser making disclosures in respect
of any other party to the offer? If YES, specify which: BG Group plc
If it is a cash offer or possible cash offer,
state "N/A"
2. POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE
If there are positions or rights to subscribe to disclose in more than one
class of relevant securities of the offeror or offeree named in 1(c), copy
table 2(a) or (b) (as appropriate) for each additional class of relevant
security.
(a) Interests and short positions in the relevant securities of the offeror or
offeree to which the disclosure relates
Class of relevant security: A ordinary shares
Interests Short positions
Number % 1 Number %
(1) Relevant Nil 0 Nil 0
securities owned
and/or
controlled:
(2) Cash-settled Nil 0 Nil 0
derivatives:
(3) Stock-settled Nil 0 Nil 0
derivatives
(including
options) and a
greements to
purchase/sell:
TOTAL: Nil 0 Nil 0
Class of relevant security: B ordinary shares
Interests Short positions
Number % Number %
(1) Relevant Nil 0 Nil 0
securities owned
and/or
controlled:
(2) Cash-settled Nil 0 Nil 0
derivatives:
(3) Stock-settled Nil 0 Nil 0
derivatives
(including
options) and a
greements to
purchase/sell:
TOTAL: Nil 0 Nil 0
1 Percentage calculations are based on Royal Dutch Shell plc's total number of A
ordinary shares in issue being 3,894,584,881 and B ordinary shares in issue
being 2,440,410,614 (in each case, held outside treasury).
All interests and all short positions should be disclosed.
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in relation N/A
to which subscription right exists:
Details, including nature of the N/A
rights concerned and relevant
percentages:
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING
THE DISCLOSURE
Details of any interests, short positions and rights to subscribe (including
directors' and other employee options) of any person acting in concert with
the party to the offer making the disclosure:
(A) Interests held by directors of Royal Dutch Shell plc and their close
relatives and related trusts
Class of relevant security A ordinary shares B ordinary shares
Number % Number %
Jorma Ollila 25,000 0.000642 Nil Nil
Hans Wijers 5,251 0.000135 Nil Nil
Ben van Beurden 26,749 0.000687 Nil Nil
Simon Henry 9,175 0.000236 311,452 0.012762
Guy Elliott Nil Nil 5,777 0.000237
Euleen Goh Nil Nil Nil Nil
Charles O. Holliday Nil Nil 30,000* 0.001229
Gerard Kleisterlee 5,254 0.000135 Nil Nil
Sir Nigel Sheinwald Nil Nil 1,000 0.000041
Linda G. Stuntz Nil Nil 8,400* 0.000344
Patricia A. Woertz Nil Nil 6,000* 0.000246
Gerrit Zalm 2,026 0.000052 Nil Nil
* These shares are held in the form of American depositary shares (one B
American depositary share being equivalent to two B ordinary shares).
(B) Interests held by directors of Royal Dutch Shell plc under its share plans
Class of relevant security A ordinary shares B ordinary shares Exercise price
Long Term Incentive Plan**
Ben van Beurden 402,662 A Nil Nil
Simon Henry Nil 297,914 A Nil
Deferred Bonus Plan**
Ben van Beurden 82,141 B Nil Nil
Simon Henry Nil 109,393 C Nil
A The vesting of these shares is subject to performance conditions.
B The vesting of 6,643 of these shares is subject to performance
conditions.
C The vesting of 24,978 of these shares is subject to performance
conditions.
** The exact vesting date of the shares under these plans cannot be
specified. All awards under these plans have a three year performance or a
three year deferral period. The timing of the vesting of the awards after
such period has ended is dependent on a number of factors including, for
example, approval by Royal Dutch Shell plc's remuneration committee and / or
the timing of close periods. Further details of these plans are set out in
Royal Dutch Shell's annual report and accounts for the year ending 31
December 2014 ( www.shell.com/global/aboutshell/investor/
financial-information/annual-reports-and-publications.html).
(C) Interests held by other presumed concert parties of Royal Dutch Shell plc
Class of relevant security A ordinary shares B ordinary shares
Number % Number %
Shell Asset Management Company B.V. 2,208,042 0.056695 1,533,668 0.062845
Merrill Lynch International 1,968*** 0.000051 Nil Nil
*** These shares are held in the form of American depositary shares (one A
American depositary share being equivalent to two A ordinary shares).
Details of any open stock-settled derivative positions (including traded
options), or agreements to purchase or sell relevant securities, should be
given on a Supplemental Form 8 (Open Positions).
Details of any securities borrowing and lending positions or financial
collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).
4. 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 party to the
offer making the disclosure or any person acting in concert with it:
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 party to the offer making the disclosure, or any person acting in
concert with it, 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.
(c) Attachments
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions) NO
Supplemental Form 8 (SBL) NO
Date of disclosure: 20 April 2015
Contact name: Sarah Else
Telephone number: 0207 934 4456
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
monitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is available
for consultation in relation to the Code's disclosure requirements on +44 (0)20
7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.
END
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