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RNS Number : 1018A
Bank of America Merrill Lynch
24 September 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: MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED
(b) Name of offeror/offeree in relation to whose Royal Dutch Shell PLC
relevant securities this form relates:
Use a separate form for each offeror/offeree
(c) Name of the party to the offer with which exempt principal trader is connected: Royal Dutch Shell PLC
(d) Date position held/dealing undertaken: 23/09/2015
For an opening position disclosure, state the latest
practicable date prior to the disclosure
(e) In addition to the company in 1(b) above, is the YES
exempt principal trader making disclosures in If YES, specify which:
respect of any other party to the offer? (BG Group PLC)
If it is a cash offer or possible cash offer, state "N/A"
(c)
Name of the party to the offer with which exempt principal trader is
connected:
Royal Dutch Shell PLC
(d) Date position held/dealing undertaken:
For an opening position disclosure, state the latest
practicable date prior to the disclosure
23/09/2015
(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
If YES, specify which:
(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: Common - GB00B03MLX29
Interests Short Positions
Number % Number %
(1) Relevant securities owned 139,008 0.004% 8,400 0 %
and/or controlled:
(2) Cash-settled derivatives: 0 0% 0 0 %
(3) Stock-settled derivatives 0 0% 0 0 %
(including options) and
agreements to purchase/sell:
TOTAL: 139,008 0.004% 8,400 0 %
0
0 %
TOTAL:
139,008
0.004%
8,400
0 %
Class of relevant security: Common - GB00B03MM408
Interests Short Positions
Number % Number %
(1) Relevant securities owned 502 0% 0 0 %
and/or controlled:
(2) Cash-settled derivatives: 0 0% 0 0 %
(3) Stock-settled derivatives 0 0% 0 0 %
(including options) and
agreements to purchase/sell:
TOTAL: 502 0% 0 0%
0
0 %
TOTAL:
502
0%
0
0%
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 N/A
which subscription right exists:
Details, including nature of the rights N/A
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/ Total number of securities Highest price Lowest price
sales per unit per unit
paid/received paid/received
ADR - ISIN US7802591070 Purchase 24,337 47.72 USD 47.58 USD
ADR - ISIN US7802591070 Sale 24,086 47.72 USD 47.58 USD
ADR - ISIN US7802592060 Sale 126,717 47.43 USD 47.29 USD
ADR - ISIN US7802592060 Purchase 127,117 47.61 USD 47.29 USD
(b) Cash-settled derivative transactions
Class of Product description Nature of dealing Number of reference securities Price per unit
relevant security e.g. CFD e.g. opening/closing a
long/short position, increasing/reducing a
long/short position
ADR - ISIN US7802592060 Swaps Short 400 47.61 USD
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class Product description e.g. call option Writing, purchasing, selling, varying etc. Number Exercise Type Expiry date Option money paid/ received per unit
of of price e.g. American, European etc.
relevant security securities to which option relates per unit
N/A N/A N/A N/A N/A N/A N/A N/A
(ii) Exercise
Class of relevant security Product description Exercising/ Number of Exercise Price per
e.g. call option exercised securities unit
against
N/A N/A N/A N/A N/A
(d) Other dealings (including subscribing for new securities)
Class of relevant security Nature of dealing Details Price per unit (if applicable)
e.g. subscription, conversion
N/A N/A N/A N/A
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? No
Date of disclosure: 24/09/2015
Contact name: Kim Oakley
Telephone number: 0207 996 0275
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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