REG - Schroders PLC Royal Dutch Shell - Form 8.3 Replacement- [Royal Dutch Shell plc] <Origin Href="QuoteRef">RDSa.L</Origin> <Origin Href="QuoteRef">SDR.L</Origin>

ShellAnnouncement

16/07/2015 09:06

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RNS Number : 9921O
Schroders PLC
02 June 2015 
 
**This form replaces announcement 8344O amendment to Section 2(a) ** 
 
FORM 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") 
 
1.         KEY INFORMATION 
 
 (a) Full name of discloser:                                                                                                                                                                                                         Schroders 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.                         
 (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                                                                                        29/05/2015             
 (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"                                        YESBG 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:                                                         A EUR 0.07 Ordinary  
                                                                                     Interests            Short positions  
 Number                                                                              %                    Number           %  
 (1) Relevant securities owned and/or controlled:                                    16,656,108           0.428%                
 (2) Cash-settled derivatives:                                                       135,141              0.003%                
 (3) Stock-settled derivatives (including options) and agreements to purchase/sell:                                             
 TOTAL:                                                                              16,791,249           0.431%                
 
 
***Schroders can exercise the voting rights for 11,765,200 of the above
mentioned shares*** 
 
 Class of relevant security:                                                         B EUR 0.07 Ordinary  
                                                                                     Interests            Short positions  
 Number                                                                              %                    Number           %          
 (1) Relevant securities owned and/or controlled:                                    39,763,130           1.629%                              
 (2) Cash-settled derivatives:                                                                                                                
 (3) Stock-settled derivatives (including options) and agreements to purchase/sell:                                        1,159,988  0.048%  
 TOTAL:                                                                              39,763,130           1.629%           1,159,988  0.048%  
 
 
***Schroders can exercise the voting rights for 38,422,095 of the above
mentioned shares*** 
 
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:     
 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 
 
 Class of relevant security  Purchase/sale  Number of securities  Price per unit  
 Ordinary B                  Sale           1,000                 19.95 GBP       
 
 
(b)        Cash-settled derivative transactions 
 
 Class of relevant security  Product descriptione.g. CFD  Nature of dealinge.g. opening/closing a long/short position, increasing/reducing a long/short position  Number of reference securities  Price per unit  
                                                                                                                                                                                                                  
 
 
(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  Typee.g. American, European etc.  Expiry date  Option money paid/ received per unit  
                                                                                                                                                                                                                                                                           
 
 
(ii)        Exercise 
 
 Class of relevant security  Product descriptione.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 dealinge.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 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"  
                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
 
 
(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"  
                                                                                                                                                                                                                                                                                                                                                                                                                                       
 
 
(c)        Attachments 
 
 Is a Supplemental Form 8 (Open Positions) attached?  YES  
 
 
 Date of disclosure:  02/06/2015     
 Contact name:        Chloe Talbot   
 Telephone number:    020 7658 2305  
 
 
Telephone number: 
 
020 7658 2305 
 
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:                                                    Schroders plc          
 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  Typee.g. American, European etc.  Expiry date  
 Ordinary B                  Call option                           Written               (197,357)                                                   21.96299                 European                          11/06/2015   
 Ordinary B                  Call option                           Written               (68,095)                                                    21.99542                 European                          01/07/2015   
 Ordinary B                  Call option                           Written               (187,005)                                                   21.88128                 European                          08/07/2015   
 Ordinary B                  Call option                           Written               (178,392)                                                   21.1761                  European                          16/07/2015   
 Ordinary B                  Call option                           Written               (167,738)                                                   21.77258                 European                          29/07/2015   
 Ordinary B                  Call option                           Written               (176,309)                                                   21.591988                European                          11/08/2015   
 Ordinary B                  Call option                           Written               (185,092)                                                   20.7154675               European                          26/08/2015   
 
 
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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