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REG - BkofA Merrill Lynch Royal Dutch Shell - Form 8.5 (EPT/NON-RI) <Origin Href="QuoteRef">RDSa.L</Origin>

RNS Number : 3967T
Bank of America Merrill Lynch
17 July 2015

FORM 8.5 (EPT/NON-RI)

PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY AN
EXEMPT PRINCIPAL TRADER WITHOUT RECOGNISED INTERMEDIARY ("RI") STATUS
(OR WHERE RI STATUS IS NOT APPLICABLE)
Rule 8.5 of the Takeover Code (the "Code")

1.

KEY INFORMATION

(a)

Name of exempt principal trader:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

(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:

Royal Dutch Shell PLC

(d)

Date position held/dealing undertaken:
For an opening position disclosure, state the latest
practicable date prior to the disclosure

16/07/2015

(e)

In addition to the company in 1(b) above, is the
exempt principal trader making disclosures in
respect of any other party to the offer?
If it is a cash offer or possible cash offer, state "N/A"

YES

If YES, specify which:


(BG Group PLC)

2.

POSITIONS OF THE EXEMPT PRINCIPAL TRADER

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(b), 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 (if any)

Class of relevant security:

Common - GB00B03MLX29


Interests

Short Positions

Number

%

Number

%

(1)

Relevant securities owned
and/or controlled:

160,090

0.004%

13,772

0%

(2)

Cash-settled derivatives:

0

0%

0

0%

(3)

Stock-settled derivatives
(including options) and
agreements to purchase/sell:

20,000

0.001%

0

0%

TOTAL:

180,090

0.005%

13,772

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).

(b)

Rights to subscribe for new securities (including directors' and other employee options)

Class of relevant security in relation to
which subscription right exists:

N/A

Details, including nature of the rights
concerned and relevant percentages:

N/A

3.

DEALINGS (IF ANY) 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 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

Class of relevant security

Purchases/
sales

Total number of securities

Highest price
per unit
paid/received

Lowest price
per unit
paid/received

ADR - ISIN US7802592060

Purchase

16,800

57.182 USD

57.182 USD

ADR - ISIN US7802592060

Sale

79,780

57.445 USD

57.11 USD

(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

ADR - ISIN US7802592060

Swaps

Short

200

57.182 USD

ADR - ISIN US7802592060

Swaps

Short

300

57.182 USD

ADR - ISIN US7802592060

Swaps

Short

300

57.182 USD

ADR - ISIN US7802592060

Swaps

Short

500

57.182 USD

ADR - ISIN US7802592060

Swaps

Short

600

57.182 USD

ADR - ISIN US7802592060

Swaps

Short

1,900

57.182 USD

ADR - ISIN US7802592060

Swaps

Short

2,400

57.182 USD

ADR - ISIN US7802592060

Swaps

Short

10,600

57.182 USD

(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

Type
e.g. American, European etc.

Expiry date

Option money paid/ received per unit

ADR - ISIN US7802592060

Put Option

Writing

110,000

57.5 USD

AMERICAN

17/07/2015

0.425 USD

ADR - ISIN US7802592060

Put Option

Purchasing

100,000

57.5 USD

AMERICAN

17/07/2015

0.3 USD

(ii)

Exercise

Class of relevant security

Product description
e.g. call option

Exercising/
exercised
against

Number of
securities

Exercise Price per
unit

N/A

N/A

N/A

N/A

N/A

(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)

N/A

N/A

N/A

N/A

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 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

(c)

Attachments

Is a Supplemental Form 8 (Open Positions) attached?

Yes

Date of disclosure:

17/07/2015

Contact name:

Stacy Otieno

Telephone number:

0207 995 1335

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.



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:

MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED

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

ADR - ISIN US7802592060

Put Option

Short

10,000

57.5 USD

AMERICAN

17/07/2015

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:

None

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
dealing disclosure requirements on +44(0)20 7638 0129.

The Code can be viewed on the Panel's website at
www.thetakeoverpanel.org.uk.


This information is provided by RNS
The company news service from the London Stock Exchange
END
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