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RNS Number : 8844V
BlackRock Group
12 August 2015
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")
4. (c) Supplemental Form 8 (Open Positions) attached
1. KEY INFORMATION
(a) Full name of discloser: BlackRock, Inc.
(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. N/A
(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 11 August 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" Yes, BG 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: EUR 0.07 A ordinary
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 264,179,738 6.74% 0 0.00%
(2) Cash-settled derivatives: 1,302,407 0.03% 0 0.00%
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: 0 0.00% 226,000 0.00%
TOTAL: 265,482,145 6.77% 226,000 0.00%
Class of relevant security: EUR 0.07 B ordinary
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or controlled: 205,841,767 8.43% 0 0.00%
(2) Cash-settled derivatives: 2,678,489 0.10% 61,909 0.00%
(3) Stock-settled derivatives (including options) and agreements to purchase/sell: 0 0.00% 0 0.00%
TOTAL: 208,520,256 8.54% 61,909 0.00%
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 - EUR 0.07 A ordinary
Class of relevant security Purchase/sale Number of securities Price per unit
EUR 0.07 A ordinary Purchase 13,912 GBP 18.6700
EUR 0.07 A ordinary Purchase 638 GBP 18.7100
EUR 0.07 A ordinary Purchase 43,030 GBP 18.7542
EUR 0.07 A ordinary Purchase 10,770 EUR 26.5880
EUR 0.07 A ordinary Purchase 9,485 EUR 26.6029
EUR 0.07 A ordinary Purchase 16,744 EUR 26.6578
EUR 0.07 A ordinary Sale 132,661 GBP 18.6700
EUR 0.07 A ordinary Sale 31,626 EUR 26.4500
EUR 0.07 A ordinary Sale 19,137 EUR 26.5988
(a) Purchases and sales - EUR 0.07 B ordinary
Class of relevant security Purchase/sale Number of securities Price per unit
EUR 0.07 B ordinary Purchase 9,053 GBP 18.7850
EUR 0.07 B ordinary Purchase 2,637 GBP 18.8363
EUR 0.07 B ordinary Purchase 6,392 GBP 18.8872
EUR 0.07 B ordinary Purchase 37,398 GBP 18.9008
EUR 0.07 B ordinary Sale 80,843 GBP 18.7850
(b) Cash-settled derivative transactions - EUR 0.07 A ordinary
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
EUR 0.07 A ordinary CFD Increasing Long 455 GBP 18.7472
EUR 0.07 A ordinary CFD Increasing Long 70,987 GBP 18.7749
EUR 0.07 A ordinary CFD Reducing Long 1,091 GBP 18.7433
(b) Cash-settled derivative transactions - EUR 0.07 B ordinary
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
EUR 0.07 B ordinary CFD Reducing Short 4,069 GBP 18.8862
EUR 0.07 B ordinary CFD Reducing Long 62,421 GBP 18.8681
EUR 0.07 B ordinary CFD Reducing Long 6,497 GBP 18.9149
(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) - EUR
0.07 A ordinary
Class of relevant security Nature of dealinge.g. subscription, conversion Details Price per unit (if applicable)
EUR 0.07 A ordinary Transfer In of Shares 8,421 GBP 18.6700
EUR 0.07 A ordinary Transfer Out of Shares 20,009 EUR 26.4500
(d) Other dealings (including subscribing for new securities) - EUR
0.07 B ordinary
Class of relevant security Nature of dealinge.g. subscription, conversion Details Price per unit (if applicable)
EUR 0.07 B ordinary Transfer In of Shares 5,271 GBP 18.7850
B ADSs* Transfer Out of ADSs 3,366
*Please note each B ADS converts to 2 ordinary B shares
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"
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"
None.
(c) Attachments
Is a Supplemental Form 8 (Open Positions) attached? Yes
Date of disclosure: 12 August 2015
Contact name: Gareth Slade
Telephone number: +44 20 7743 2536
Telephone number:
+44 20 7743 2536
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: BlackRock, Inc.
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
A ADSs Call Option Written 75,000 USD58.2810 European 18/08/2015
A ADSs Call Option Written 45,000 USD60.0000 American 21/08/2015
A ADSs Call Option Written 75,000 USD58.5680 European 31/08/2015
A ADSs Call Option Written 31,000 USD60.0000 American 18/09/2015
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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