REG - Morgan Stanley&CoLLC BG Group Royal Dutch Shell - Form 8.5 (EPT/RI)Replacement Royal Dutch Shell Plc <Origin Href="QuoteRef">BG.L</Origin> <Origin Href="QuoteRef">RDSa.L</Origin>

ShellAnnouncement

19/01/2016 15:30

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RNS Number : 3527M
Morgan Stanley & Co. LLC
19 January 2016 
 
AMENDMENT  (Section 2 c) 
 
FORM 8.5 (EPT/RI) 
 
PUBLIC DEALING DISCLOSURE BY AN EXEMPT PRINCIPAL TRADER WITH RECOGNISED
INTERMEDIARY STATUS DEALING IN A CLIENT-SERVING CAPACITY 
 
Rule 8.5 of the Takeover Code (the "Code") 
 
1.         KEY INFORMATION 
 
 (a) Name of exempt principal trader:                                                                                                      Morgan Stanley & Co. 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 dealing undertaken:                                                                                                              15 JANUARY 2016           
 (e)Has the EPT previously disclosed, or is it today  disclosing, under the Code in respect of any other party to this offer?              Yes                       
 
 
2.         DEALINGS 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 2(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  
 A ADSs                      PURCHASES        1,412,639                     62.5000 USD                           38.7900 USD                          
 A ADSs                      SALES            1,363,139                     39.7350 USD                           38.7900 USD                          
 B ADSs                      PURCHASES        284,875                       39.5000 USD                           38.6600 USD                          
 B ADSs                      SALES            284,875                       39.5500 USD                           38.6600 USD                          
 EUR 0.07 A ordinary         PURCHASES        95,001                        18.2516 EUR                           17.7750 EUR                          
 EUR 0.07 A ordinary         SALES            95,001                        18.2515 EUR                           17.7750 EUR                          
 EUR 0.07 A ordinary         PURCHASES        206,404                       13.6631 GBP                           13.5606 GBP                          
 EUR 0.07 A ordinary         SALES            206,404                       13.5950 GBP                           13.4932 GBP                          
 EUR 0.07 B ordinary         PURCHASES        222                           13.5825 GBP                           13.5825 GBP                          
 EUR 0.07 B ordinary         SALES            222                           13.5150 GBP                           13.5150 GBP                          
 
 
(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  
 N/A                         N/A                                       N/A                                                                                                      N/A                             N/A             
 
 
(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  
 EUR 0.07 A ordinary         CALL                                              PURCHASE                                    160,000                                       16.0000                  A                                             20/05/2016   199.6580 GBP                          
 EUR 0.07 A ordinary         CALL                                              PURCHASE                                    40,000                                        16.0000                  A                                             20/05/2016   199.6580 GBP                          
 EUR 0.07 A ordinary         CALL                                              SALE                                        40,000                                        16.0000                  A                                             20/05/2016   199.6580 GBP                          
 EUR 0.07 A ordinary         CALL                                              SALE                                        160,000                                       16.0000                  A                                             20/05/2016   199.6580 GBP                          
 A ADSs                      CALL                                              PURCHASE                                    1,100                                         42.5000                  A                                             15/04/2016   1.2200 USD                            
 A ADSs                      CALL                                              PURCHASE                                    6,100                                         42.5000                  A                                             15/04/2016   1.2200 USD                            
 A ADSs                      CALL                                              PURCHASE                                    4,400                                         42.5000                  A                                             15/04/2016   1.2300 USD                            
 A ADSs                      CALL                                              PURCHASE                                    4,400                                         42.5000                  A                                             15/04/2016   1.2300 USD                            
 A ADSs                      PUT                                               PURCHASE                                    800                                           37.5000                  A                                             19/02/2016   1.5500 USD                            
 A ADSs                      CALL                                              PURCHASE                                    500                                           40.0000                  A                                             19/02/2016   1.5000 USD                            
 A ADSs                      CALL                                              SALE                                        6,100                                         45.0000                  A                                             15/04/2016   0.7500 USD                            
 A ADSs                      CALL                                              SALE                                        1,100                                         45.0000                  A                                             15/04/2016   0.7600 USD                            
 A ADSs                      CALL                                              SALE                                        4,400                                         45.0000                  A                                             15/04/2016   0.7700 USD                            
 A ADSs                      CALL                                              SALE                                        4,400                                         45.0000                  A                                             15/04/2016   0.7700 USD                            
 
 
(ii)        Exercise 
 
 Class of relevant security  Product description            e.g. call option  Number of securities  Exercise price per unit  
 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                             
 
 
The currency of all prices and other monetary amounts should be stated. 
 
Where there have been dealings in more than one class of relevant securities
of the offeror or offeree named in 1(b), copy table 2(a), (b), (c) or (d) (as
appropriate) for each additional class of relevant security dealt in. 
 
3.         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: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                                                                                                                                                                                                                                                                                                                                                                                                                                                   
 
 
 Date of disclosure:  19 JANUARY 2016    
 Contact name:        Craig Horsley      
 Telephone number:    +44(141) 245 7736  
 
 
Telephone number: 
 
+44(141) 245 7736 
 
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. 
 
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