REG - JP Morgan Sec LLC Royal Dutch Shell - Form 8.5 (EPT/NON-RI) - Royal Dutch Shell Plc <Origin Href="QuoteRef">RDSa.L</Origin>

ShellAnnouncement

15/07/2015 16:45

RNS Number : 6459M
J.P. Morgan Securities LLC
08 May 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:
J.P. Morgan Securities LLC
(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:
BG Group Plc
(d) Date position held/dealing undertaken:
 For an opening position disclosure, state the latest practicable date prior to the disclosure
07 May 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
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:
Ordinary A
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
282,423
0.01
243,388
0.01
(2) Cash-settled derivatives:




(3) Stock-settled derivatives (including options) and agreements to purchase/sell:
491,600
0.01


 TOTAL:
774,023
0.02
243,388
0.01
Class of relevant security:
Ordinary B
Interests
Short positions
Number
%
Number
%
(1) Relevant securities owned and/or controlled:
556,540
0.02
211,164
0.01
(2) Cash-settled derivatives:
11,164
0.00


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


400,000
0.02
 TOTAL:
567,704
0.02
611,164
0.03
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 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
Ordinary A ADS
Purchases
Sales
270,000
255,000
62.4000
62.4000
61.7700
61.7700
Class of relevant security
Purchases/ sales
Total number of securities
Highest price per unit paid/received
Lowest price per unit paid/received
Ordinary B ADS
Purchases
8,917
63.0300
63.0000
(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
(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








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





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



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:
08 May 2015
Contact name:
Tung T Le
Telephone number:
020 7742 7272
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:
J.P.Morgan Securities LLC
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
Ordinary Shares A - ADSs
Ordinary Shares B - ADSs
Call Option
Call Option
Call Option
Call Option
Call Option
Call Option
Call Option
Call Option
Put Option
Purchased
Purchased
Purchased
Purchased
Purchased
Purchased
Purchased
Purchased
Written
77,200 
60,000 
 60,400 
89,800 
110,200 
27,800 
60,000 
6,200 
400,000
65.00
70.00
62.50
65.00
67.50
70.00
62.50
67.50
70.00
American
American
American
American
American
American
American
American
American
17/07/15
15/01/16
16/10/15
16/10/15
16/10/15
16/10/15
17/07/15
17/07/15
17/07/15
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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