REG - BG Group Royal Dutch Shell - Form 8 (OPD) Royal Dutch Shell plc - Amendment <Origin Href="QuoteRef">BG.L</Origin> <Origin Href="QuoteRef">RDSa.L</Origin>

ShellAnnouncement

29/12/2015 14:11

RNS Number : 3413K
BG GROUP plc
29 December 2015
FORM 8 (OPD)
AMENDMENT - CHANGE TO SECTION 3(A)
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:
BG GROUP PLC
(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.
N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:
 Use a separate form for each offeror/offeree
OFFEROR - ROYAL DUTCH SHELL PLC
(d) Is the discloser the offeror or the offeree?
OFFEREE
(e) Date position held:
 The latest practicable date prior to the disclosure
19 APRIL 2015
(f) In addition to the company in 1(c) above, 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"
YES - BG GROUP PLC AS OFFEREE
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 of 0.07 each
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
Nil
-
Nil
-
(2) Cash-settled derivatives:
Nil
-
Nil
-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
Nil
-
Nil
-
 TOTAL:
Nil
-
Nil
-
Class of relevant security:
B ordinary shares of 0.07 each
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
Nil
0
Nil
0
(2) Cash-settled derivatives:
Nil
0
Nil
0
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
Nil
0
Nil
0
 TOTAL:
Nil
0
Nil
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 Form8 (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 to which subscription right exists:
None
Details, including nature of the rights concerned and relevant percentages:
None
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:
3(a) Interests of directors of BG Group plc in Shell A ordinary shares (including Shell A ADSs, which each represent 2 Shell A ordinary shares)
Director
Number of ordinary shares 
Percentage of total issued share capital (%)
Lim Haw Kuang
183,273
 0.0047
3(b) Interests of directors of BG Group plc in Shell B ordinary shares (including Shell B ADSs, which each represent 2 Shell B ordinary shares)
Director
Number of ordinary shares 
Percentage of total issued share capital (%)
Sir John Hood
1,171
0.000048
Mark Seligman
2,635
0.000108
3(c) Interests of connected advisors in Shell A ordinary shares (including Shell A ADSs, which each represent 2 Shell A ordinary shares) 
Goldman, Sachs & Co

Interests
Short positions

Number
%
Number
%
(1) Relevant securities owned and/or controlled:
401,579
0.00
194,572
0.00
(2) Cash-settled derivatives:
120,000
0.00
0
0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
128,200
0.00
215,400
0.00
Total
653,179
0.01
419,372
0.00
J.P. Morgan Securities LLC

Interests
Short positions

Number
%
Number
%
(1) Relevant securities owned and/or controlled:
832
0.00
Nil
-
(2) Cash-settled derivatives:
Nil
-
Nil
-
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
Nil
-
Nil
-
Total
832
0.00
Nil
-
3(d) Interests of connected advisors in Shell B ordinary shares (including Shell B ADSs, which each represent 2 Shell B ordinary shares)
Goldman, Sachs & Co

Interests
Short positions

Number
%
Number
%
(1) Relevant securities owned and/or controlled:
23,240
0.00
170,296
0.00
(2) Cash-settled derivatives:
0
0.00
0
0.00
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
0
0.00
0
0.00
Total
23,240
0.00
170,296
0.00
 
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)
YES
Supplemental Form 8 (SBL)
NO
Date of disclosure:
29 December 2015
Contact name:
Steve Allen
Telephone number:
0118 929 3534
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.


AMENDMENT - CHANGE TO SECTION 2
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Full name of person making disclosure:
(GS) GOLDMAN, SACHS & CO.
Name of offeror/offeree in relation to whose relevant securities the disclosure relates:
ROYAL DUTCH SHELL PLC
2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)
Class of relevant security
Product description e.g. call option
Written or purchased
Number of securities to which option or derivative relates
Exercise price per unit
Type
e.g. American, European etc.
Expiry date
EUR 0.07 A ordinary
Call Option
Purchased
200
57.5000 USD
AMER
15/05/2015
EUR 0.07 A ordinary
Call Option
Sold
200
65.0000 USD
AMER
15/01/2016
EUR 0.07 A ordinary
Call Option
Sold
200
67.5000 USD
AMER
17/07/2015
EUR 0.07 A ordinary
Call Option
Sold
200
70.0000 USD
AMER
15/01/2016
EUR 0.07 A ordinary
Call Option
Sold
200
70.0000 USD
AMER
17/07/2015
EUR 0.07 A ordinary
Call Option
Sold
400
57.5000 USD
AMER
15/01/2016
EUR 0.07 A ordinary
Call Option
Purchased
400
62.5000 USD
AMER
15/01/2016
EUR 0.07 A ordinary
Call Option
Sold
400
72.5000 USD
AMER
15/01/2016
EUR 0.07 A ordinary
Call Option
Purchased
600
57.5000 USD
AMER
16/10/2015
EUR 0.07 A ordinary
Call Option
Sold
600
62.5000 USD
AMER
16/10/2015
EUR 0.07 A ordinary
Call Option
Sold
600
65.0000 USD
AMER
20/01/2017
EUR 0.07 A ordinary
Call Option
Sold
600
67.5000 USD
AMER
15/01/2016
EUR 0.07 A ordinary
Call Option
Purchased
600
75.0000 USD
AMER
17/07/2015
EUR 0.07 A ordinary
Call Option
Purchased
800
60.0000 USD
AMER
15/05/2015
EUR 0.07 A ordinary
Call Option
Purchased
800
67.5000 USD
AMER
15/05/2015
EUR 0.07 A ordinary
Call Option
Purchased
1,200
65.0000 USD
AMER
15/04/2015
EUR 0.07 A ordinary
Call Option
Purchased
1,200
77.5000 USD
AMER
15/01/2016
EUR 0.07 A ordinary
Call Option
Purchased
1,600
70.0000 USD
AMER
16/10/2015
EUR 0.07 A ordinary
Call Option
Sold
1,800
67.5000 USD
AMER
16/10/2015
EUR 0.07 A ordinary
Call Option
Purchased
2,000
55.0000 USD
AMER
17/07/2015
EUR 0.07 A ordinary
Call Option
Sold
2,200
65.0000 USD
AMER
16/10/2015
EUR 0.07 A ordinary
Call Option
Purchased
2,200
72.5000 USD
AMER
17/07/2015
EUR 0.07 A ordinary
Call Option
Purchased
2,800
60.0000 USD
AMER
17/07/2015
EUR 0.07 A ordinary
Call Option
Purchased
2,800
62.5000 USD
AMER
15/05/2015
EUR 0.07 A ordinary
Call Option
Purchased
8,600
65.0000 USD
AMER
17/07/2015
EUR 0.07 A ordinary
Put Option
Purchased
200
55.0000 USD
AMER
15/01/2016
EUR 0.07 A ordinary
Put Option
Purchased
200
77.5000 USD
AMER
15/01/2016
EUR 0.07 A ordinary
Put Option
Purchased
200
80.0000 USD
AMER
15/01/2016
EUR 0.07 A ordinary
Put Option
Sold
600
42.5000 USD
AMER
17/07/2015
EUR 0.07 A ordinary
Put Option
Sold
600
50.0000 USD
AMER
20/01/2017
EUR 0.07 A ordinary
Put Option
Sold
600
55.0000 USD
AMER
16/10/2015
EUR 0.07 A ordinary
Put Option
Purchased
600
57.5000 USD
AMER
17/07/2015
EUR 0.07 A ordinary
Put Option
Purchased
600
60.0000 USD
AMER
17/07/2015
EUR 0.07 A ordinary
Put Option
Sold
600
72.5000 USD
AMER
15/01/2016
EUR 0.07 A ordinary
Put Option
Purchased
800
62.5000 USD
AMER
17/07/2015
EUR 0.07 A ordinary
Put Option
Purchased
1,600
50.0000 USD
AMER
15/01/2016
EUR 0.07 A ordinary
Put Option
Purchased
1,800
57.5000 USD
AMER
15/05/2015
EUR 0.07 A ordinary
Put Option
Purchased
2,000
55.0000 USD
AMER
17/07/2015
EUR 0.07 A ordinary
Put Option
Sold
100,000
57.5000 USD
AMER
17/04/2015
EUR 0.07 A ordinary
Put Option
Purchased
200,000
55.0000 USD
AMER
17/04/2015
3. AGREEMENTS TO PURCHASE OR SELL ETC.
Full details should be given so that the nature of the interest or position can be fully understood:
It is not necessary to provide details on a Supplemental Form (Open Positions) with regard to cash-settled derivatives.
The currency of all prices and other monetary amounts should be stated.
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.

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The company news service from the London Stock Exchange
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