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>
16/07/2015 09:06
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RNS Number : 9918O
Schroders PLC
02 June 2015
**This form replaces announcement 6924O 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 28/05/2015
(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%
***This amount includes an in-specie transfer in of 4,430 shares***
***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: 39,764,130 1.629%
(2) Cash-settled derivatives:
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: 1,159,988 0.048%
TOTAL: 39,764,130 1.629% 1,159,988 0.048%
***Schroders can exercise the voting rights for 38,423,095 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 A Sale 467 19.62 GBP
Ordinary B Sale 33,904 19.80 GBP
Ordinary B Sale 2,500 19.83 GBP
Ordinary B Purchase 1,500 19.84 GBP
Ordinary B Sale 2,600 19.66 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
Ordinary Call Option Selling 185,092 20.7154675 European 26/08/2015
(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.
This information is provided by RNS
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