LONDON, April 20, 2015 /PRNewswire/ --
FORM 8 (OPD)
PUBLIC OPENING POSITION DISCLOSURE BY
A PARTY TO AN OFFER
Rules 8.1 and 8.2 of the Takeover
Code (the "Code")
1. KEY INFORMATION
(a) Full name of discloser:
Royal
Dutch Shell plc (NYSE:RDS.A)(NYSE:RDS.B)
(b) Owner or controller of interests and
short
positions disclosed, if different from 1(a):
N/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 offeree in relation to
whose
relevant securities this form relates:
BG Group
plc
Use a separate form for each offeror/offeree
(d) Is the discloser the offeror or
the
offeree?
OFFEROR
(e) Date position held:
17 April 2015
The latest practicable date prior to the
disclosure
(f) In addition to the company in 1(c)
above,
is the discloser making disclosures in
respect
of any other party to the offer?
YES
If YES, specify
which:
Royal Dutch Shell plc
If it is a cash offer or possible cash offer,
state "N/A"
2. POSITIONS OF THE PARTY TO THE OFFER 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
Class of relevant security: Ordinary shares [1]
Interests Short positions
Number % Number %
(1) Relevant securities owned
and/or controlled: Nil 0 Nil 0
(2) Cash-settled derivatives: Nil 0 Nil 0
(3) Stock-settled derivatives
(including options) and agreements
to purchase/sell: Nil 0 Nil 0
TOTAL: Nil 0 Nil 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).
[1] Percentage calculations are based on the total voting rights
in BG Group plc being 3,414,579,545.
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
(b) Rights to subscribe for new securities
Class of relevant security in
relation
to which subscription right exists:
N/A
Details, including nature of
the
rights concerned and relevant
percentages:
N/A
3. POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE
OFFER MAKING THE DISCLOSURE
Details of any interests, short positions and rights to
subscribe (including directors' and other employee options) of any
person acting in concert with the party to the offer making the
disclosure:
(A) Interests held by directors of Royal
Dutch Shell plc and their close relatives and related
trusts
Class of relevant security
Ordinary shares %
Guy Elliott 108 0.000003
Euleen Goh 6,500 0.000190
Sir Nigel Sheinwald 280 0.000008
(B) Interests held by other presumed concert parties of
Royal Dutch Shell plc
Class of relevant security
Ordinary shares %
Shell Asset Management Company B.V. 2,365,904 [2] 0.069288
Merrill Lynch International 871 0.000026
[2] Shell Asset Management Company B.V. does not have discretion
regarding voting decisions in respect of these 2,365,904
shares.
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).
Details of any securities borrowing and lending positions or
financial collateral arrangements should be disclosed on a
Supplemental Form 8 (SBL).
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 party to the offer making the
disclosure or any person acting in concert with it:
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 party to the offer making the
disclosure, or any person acting in concert with it, 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
Are any Supplemental Forms attached?
Supplemental Form 8 (Open Positions)
NO
Supplemental Form 8 (SBL)
NO
Date of disclosure: 20 April
2015
Contact name: Sarah
Else
Telephone number: +44-(0)207-934-4456
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
http://www.thetakeoverpanel.org.uk .
SOURCE Royal Dutch Shell plc