Pentwater Capital Management LP Form 8.3 - Royal Dutch Shell Plc
May 22 2015 - 10:16AM
UK Regulatory
TIDMRDSA
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) Identity of the person whose positions/ Pentwater Capital Management
dealings are being disclosed: LP
(b) Owner or controller of interests and short
positions disclosed, if different from 1(a):
The naming of nominee or vehicle companies is
insufficient
(c) Name of offeror/offeree in relation to Royal Dutch Shell Plc
whose relevant securities this form relates:
Use a separate form for each offeror/offeree
(d) If an exempt fund manager connected with N/A
an offeror/offeree, state this and specify
identity of offeror/offeree:
(e) Date position held/dealing undertaken: May 21, 2015
(f) Has the discloser previously disclosed, or Yes- BG Group Plc
are they today disclosing, under the Code in
respect of any other party to this offer?
2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE
(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 B Ordinary
Interests Short positions
Number % Number %
(1) Relevant
securities owned and/
or controlled:
(2) Derivatives 10,839,472 0.44%
(other than options):
(3) Options and 1,860,000 0.08% 3,175,000 0.13%
agreements to
purchase/DEALING:
TOTAL: 1,860,000 0.08% 14,014,472 0.57%
All interests and all short positions should be disclosed.
Details of any open derivative or option positions, 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
executive options)
Class of relevant security in
relation to which subscription right
exists:
Details, including nature of the
rights concerned and relevant
percentages:
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.
3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and sales
Class of relevant Purchase/DEALING Number of Price per unit
security securities
(b) Derivatives transactions (other than options)
Class of Product Nature of dealing Number of Price per
relevant description reference unit
security e.g. opening/closing a securities
e.g. CFD long/short position,
increasing/reducing a
long/short position
Ordinary B TRS Decreasing a short 205,600 20.16 GBP
position
Ordinary B TRS Increasing a short 205,600 20.16 GBP
position
(c) Options transactions in respect of existing securities
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry Option
relevant description purchasing, securities price per date money
security e.g. call selling, to which unit e.g. paid/
option varying option American, received
etc. relates European per unit
etc.
Ordinary Put option writing 410,000 19.50 American 6/19/15 0.13 GBP
B
Ordinary Put option writing 410,000 20.00 American 6/19/15 0.27 GBP
B
Ordinary Call option writing 410,000 20.00 American 6/19/15 0.42 GBP
B
Ordinary Call option writing 410,000 20.00 American 6/19/15 0.44 GBP
B
(ii) Exercising
Class of relevant Product description Number of Exercise price per
security securities unit
e.g. call option
(d) Other dealings (including subscribing for new securities)
Class of relevant Nature of dealing Details Price per unit
security (if applicable)
e.g. subscription,
conversion
The currency of all prices and other monetary amounts should be stated.
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.
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:
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: May 22, 2015
Contact name: Neal Nenadovic
Telephone number: 312-589-6405
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.
SUPPLEMENTAL FORM 8 (OPEN POSITIONS)
DETAILS OF OPEN OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL
ETC.
Note 5(i) on Rule 8 of the Takeover Code (the "Code")
1. KEY INFORMATION
Identity of person whose open positions are Pentwater Capital Management
being disclosed: LP
Name of offeror/offeree in relation to whose Royal Dutch Shell Plc
relevant securities the disclosure relates:
2. OPTIONS AND DERIVATIVES
Class of Product Written or Number of s Exercise Type Expiry
relevant description purchased ecurities price per date
security e.g. call to which unit e.g.
option option or American,
derivative European
relates etc.
Ordinary B Call option Written (945,000) 21.50 GBP American 6/19/15
Ordinary B Call option Written (1,000,000) 20.50 GBP American 6/19/15
Ordinary B Call option Written (1,230,000) 20.00 GBP American 6/19/15
Ordinary B Put option Written 630,000 20.50 GBP American 6/19/15
Ordinary B Put option Written 410,000 19.50 GBP American 6/19/15
Ordinary B Put option Written 820,000 20.00 GBP American 6/19/15
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 contracts for differences ("CFDs") or spread bets.
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 dealing disclosure requirements on +44 (0)20 7638 0129.
The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk .
2
END
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