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REG-Shell Asset Management Company B.V.: Form 8 (DD) - BG Group plc <Origin Href="QuoteRef">BG.L</Origin> <Origin Href="QuoteRef">RDSa.L</Origin>

FORM 8 (DD)

 PUBLIC DEALING DISCLOSURE BY A PARTY TO AN OFFER OR PERSON ACTING IN CONCERT  
   (INCLUDING DEALINGS FOR THE ACCOUNT OF DISCRETIONARY INVESTMENT CLIENTS)    

           Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")            

The Panel Executive has agreed on an ex parte basis that the dealings below
have no Code consequences.

1. KEY INFORMATION

(a) Full name of discloser:                     Shell Asset Management Company 
                                                B.V.                           
                                                                               
(b) Owner or controller of interests and short                                 
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/offeree in relation to      BG Group plc                   
whose relevant securities this form relates:                                   
                                                                               
Use a separate form for each offeror/offeree                                   
                                                                               
(d) Status of person making the disclosure:     Person acting in concert with  
                                                the offeror                    
e.g. offeror, offeree, person acting in concert                                
with the offeror/offeree (specify name of                                      
offeror/offeree)                                                               
                                                                               
(e) Date dealing undertaken:                    May 13, 2015                   
                                                                               
(f) In addition to the company in 1(c) above,   Yes - Royal Dutch Shell plc    
is the discloser making disclosures in respect                                 
of any other party to the offer?                                               
                                                                               
If it is a cash offer or possible cash offer,                                  
state "N/A"                                                                    

2. POSITIONS OF THE PERSON 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 following the dealing

Class of relevant security:                      10p ordinary                  
                                                                               
                                       Interests            Short positions    
                                                                               
                                     Number         %        Number         %  
                                                                               
(1) Relevant securities owned           0           0           0           0  
and/or controlled:                                                             
                                                                               
(2) Cash-settled derivatives:           0           0           0           0  
                                                                               
(3) Stock-settled derivatives           0           0           0           0  
(including options) and                                                        
agreements to purchase/sell:                                                   
                                                                               
TOTAL:                                  0           0           0           0  

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 (including directors' and other
employee options)

Class of relevant security in relation                                         
to which subscription right exists:                                            
                                                                               
Details, including nature of the                                               
rights concerned and relevant                                                  
percentages:                                                                   

3. DEALINGS BY THE PERSON MAKING THE DISCLOSURE

Where there have been dealings in more than one class of relevant securities of
the offeror or offeree named in 1(c), copy table 3(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

(i) Party to an offer or person acting in concert (except for a principal
trader in the same group as a connected adviser)

Class of relevant      Purchase/sale   Number of securities      Price per unit
security                                                                       
                                                                               
10p ordinary                    Sale                    747           1,175.75p
                                                                               
10p ordinary                    Sale                  5,886           1,176.00p
                                                                               
10p ordinary                    Sale                 25,000           1,176.50p
                                                                               
10p ordinary                    Sale                  3,629           1,176.75p
                                                                               
10p ordinary                    Sale                 16,069           1,177.00p
                                                                               
10p ordinary                    Sale                 71,842           1,177.50p
                                                                               
10p ordinary                    Sale                    629           1,177.75p
                                                                               
10p ordinary                    Sale                 41,771           1,178.00p
                                                                               
10p ordinary                    Sale                  2,078           1,178.25p
                                                                               
10p ordinary                    Sale                 17,060           1,178.50p
                                                                               
10p ordinary                    Sale                  1,006           1,178.75p
                                                                               
10p ordinary                    Sale                 49,364           1,180.00p
                                                                               
10p ordinary                    Sale                 29,074           1,180.25p
                                                                               
10p ordinary                    Sale                  6,220           1,180.50p
                                                                               
10p ordinary                    Sale                  2,306           1,180.75p
                                                                               
10p ordinary                    Sale                  1,421           1,181.25p
                                                                               
10p ordinary                    Sale                 10,662           1,181.75p
                                                                               
10p ordinary                    Sale                 35,152           1,182.00p
                                                                               
10p ordinary                    Sale                  6,182           1,182.25p
                                                                               
10p ordinary                    Sale                  9,160           1,182.50p
                                                                               
10p ordinary                    Sale                 10,008           1,182.75p
                                                                               
10p ordinary                    Sale                  5,802           1,183.25p
                                                                               
10p ordinary                    Sale                  1,982           1,183.50p

(ii) Principal trader where the sole reason for the connection is that the
principal trader is in the same group as a connected adviser

   Class of       Purchases/    Total number of  Highest price   Lowest price  
   relevant          sales        securities    per unit paid/  per unit paid/ 
   security                                        received        received    
                                                                               

(b) Cash-settled derivative transactions

   Class of       Product      Nature of dealing      Number of     Price per  
   relevant     description                           reference       unit     
   security                  e.g. opening/closing a  securities                
                  e.g. CFD    long/short position,                             
                             increasing/reducing a                             
                              long/short position                              
                                                                               

(c) Stock-settled derivative transactions (including options)

(i) Writing, selling, purchasing or varying

Class of   Product    Writing,   Number of  Exercise   Type     Expiry   Option 
relevant description purchasing, securities  price               date    money  
security  e.g. call   selling,    to which  per unit   e.g.              paid/  
           option      varying     option            American,          received
                        etc.      relates            European           per unit
                                                       etc.                     
                                                                                

(ii) Exercise

   Class of         Product       Exercising/      Number of    Exercise price 
   relevant       description      exercised      securities       per unit    
   security                         against                                    
                   e.g. call                                                   
                    option                                                     
                                                                               

(d) Other dealings (including subscribing for new securities)

Class of relevant     Nature of dealing          Details        Price per unit 
    security                                                   (if applicable) 
                     e.g. subscription,                                        
                         conversion                                            
                                                                               

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 or person acting in concert making the disclosure and any other person:  
                                                                               
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 or person acting in concert 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                                                                           

(c) Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)                                  NO       
                                                                               
Supplemental Form 8 (SBL)                                             NO       

Date of disclosure:                     May 13, 2015                           
                                                                               
Contact name:                           Bart van der Steenstraten              
                                                                               
Telephone number:                       +31 70 31 99 299                       

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 dealing 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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