REG - BlackRock Group Royal Dutch Shell - Form 8.3 - Royal Dutch Shell PLC <Origin Href="QuoteRef">RDSa.L</Origin>
RNS Number : 0737KBlackRock Group23 December 2015FORM 8.3
PUBLIC OPENING POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the Takeover Code (the "Code")
4. (c) Supplemental Form 8 (Open Positions) attached
1. KEY INFORMATION
(a) Full name of discloser:
BlackRock, Inc.
(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
Royal Dutch Shell PLC
(d) If an exempt fund manager connected with an offeror/offeree, state this and specify identity of offeror/offeree:
(e) Date position held/dealing undertaken:
For an opening position disclosure, state the latest practicable date prior to the disclosure
22 December 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
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 (if any)
Class of relevant security:
EUR 0.07 A ordinary
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
267,246,020
6.69%
1,400
0.00%
(2) Cash-settled derivatives:
933,157
0.02%
27,133
0.00%
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
0
0.00%
409,500
0.01%
TOTAL:
268,179,177
6.71%
438,033
0.01%
Class of relevant security:
EUR 0.07 B ordinary
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
205,195,051
8.40%
0
0.00%
(2) Cash-settled derivatives:
1,903,485
0.07%
991,336
0.04%
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
0
0.00%
0
0.00%
TOTAL:
207,098,536
8.48%
991,336
0.04%
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).
(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 (IF ANY) 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 - EUR 0.07 A ordinary
Class of relevant security
Purchase/sale
Number of securities
Price per unit
EUR 0.07 A ordinary
Purchase
5,367
GBP 14.5574
EUR 0.07 A ordinary
Purchase
433
GBP 14.8313
EUR 0.07 A ordinary
Purchase
34,191
GBP 14.8600
EUR 0.07 A ordinary
Purchase
33,875
EUR 20.2800
EUR 0.07 A ordinary
Sale
11,058
GBP 14.7718
EUR 0.07 A ordinary
Sale
24,821
GBP 14.8600
EUR 0.07 A ordinary
Sale
531
EUR 20.1660
(a) Purchases and sales - EUR 0.07 B ordinary
Class of relevant security
Purchase/sale
Number of securities
Price per unit
EUR 0.07 B ordinary
Purchase
258
GBP 14.8950
EUR 0.07 B ordinary
Purchase
22,262
GBP 14.9300
EUR 0.07 B ordinary
Sale
16,435
GBP 14.9300
(b) Cash-settled derivative transactions - EUR 0.07 B ordinary
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
EUR 0.07 B ordinary
CFD
Increasing Long
5,775
GBP 14.7302
EUR 0.07 B ordinary
CFD
Reducing Long
14,504
GBP 14.9141
EUR 0.07 B ordinary
CFD
Increasing Short
151,506
GBP 14.9238
(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
(ii) Exercise
Class of relevant security
Product description
e.g. call option
Exercising/ exercised against
Number of securities
Exercise price per unit
(d) Other dealings (including subscribing for new securities) - EUR 0.07 A ordinary
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Details
Price per unit (if applicable)
EUR 0.07 A ordinary
Transfer In of Shares
26,216
GBP 14.8600
A ADSs*
Transfer In of ADSs
55,100
USD 43.5100
EUR 0.07 A ordinary
Transfer Out of Shares
10,532
GBP 14.8600
EUR 0.07 A ordinary
Transfer Out of Shares
62,790
EUR 20.2800
* Please note each A ADS converts to 2 Ordinary A Shares
(d) Other dealings (including subscribing for new securities) - EUR 0.07 B ordinary
Class of relevant security
Nature of dealing
e.g. subscription, conversion
Details
Price per unit (if applicable)
EUR 0.07 B ordinary
Transfer In of Shares
15,974
GBP 14.9300
EUR 0.07 B ordinary
Transfer Out of Shares
6,560
GBP 14.9300
B ADSs*
Transfer Out of ADSs
8,469
* Please note each B ADS converts to 2 Ordinary B Shares
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 person 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 person 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:
23 December 2015
Contact name:
Tim Dudley
Telephone number:
+44 20 7743 1540
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.
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:
BlackRock, Inc.
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
A ADSs
Call Option
Written
97,000
USD
54.0000
European
04/01/2016
A ADSs
Call Option
Written
105,000
USD
52.5000
American
15/01/2016
A ADSs
Call Option
Written
107,500
USD
51.7010
European
27/01/2016
A ADSs
Call Option
Written
100,000
USD
50.4900
European
05/02/2016
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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