TIDMRSDA 
 
 

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:                      The Vanguard Group, 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. 
(c) Name of offeror/offeree                      Royal Dutch Shell Plc 
in relation to whose 
relevant  securities this form relates: 
Use a separate form for each offeror/offeree 
(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:       23 April 2015 
For an opening position disclosure, 
state the latest 
practicable date prior to the disclosure 
(f) In addition to the company in                Yes, BG Group Plc 
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" 
 
 

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 & A ADSs 
                                Interests            Short positions 
                                Number        %      Number  % 
(1) Relevant securities owned   117,672,313*  3.02% 
and/or controlled: 
(2) Cash-settled derivatives: 
(3) Stock-settled derivatives 
(including options) 
and agreements  to 
purchase/DEALING: 
TOTAL:                          117,672,313*  3.02% 
 
 

*Please note that The Vanguard Group, Inc. does not have investment discretion over 34,694,387 of these shares.

 
Class of relevant security:          EUR 0.07 B ordinary 
                                     Interests           Short positions 
                                     Number       %      Number  % 
(1) Relevant securities owned        58,990,138*  2.42% 
and/or controlled: 
(2) Cash-settled derivatives: 
(3) Stock-settled derivatives 
(including options) 
and agreements  to purchase/DEALING: 
TOTAL:                               58,990,138*  2.42% 
 
 

*Please note that The Vanguard Group, Inc. does not have investment discretion over 6,664,842 of these 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   Purchase/DEALING  Number of securities  Price per unit 
security 
A ordinary          Purchase       28,988                20.70 
A ordinary          Purchase       24,697                20.71 
A ordinary          Purchase       5,484                 29.07 
A ADS               Purchase       105,247               62.36 
B ordinary          Purchase       22,200                21.01 
 
 

(b)Cash-settled derivative transactions

 
Class of relevant   Product      Nature of            Number of reference  Price per unit 
security            description  dealing              securities 
                    e.g. CFD     e.g. 
                                 opening/closing 
                                 a long/short 
                                 position, 
                                 increasing/reducing 
                                 a long/short 
                                 position 
 
 

(c)Stock-settled derivative transactions (including options)

 

(i)Writing, selling, purchasing or varying

 
Class of   Product          Writing,      Number         Exercise price  Type            Expiry date  Option money 
relevant   descriptione.g.  purchasing,   of securities  per unit        e.g. American,               paid/ 
security   call             selling,      to                             European etc.                received 
           option           varying etc.  which option                                                per unit 
                                          relates 
 
 

(ii)Exercise

 
Class of   Product      Exercising/  Number         Exercise price 
relevant   description  exercised    of securities  per unit 
security   e.g. call    against 
           option 
 
 

(d)Other dealings (including subscribing for new securities)

 
Class of relevant   Nature of dealing   Details  Price per unit (if 
security            e.g. subscription,           applicable) 
                    conversion 
 
 

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?   NO 
 
 
Date of disclosure:   24 April 2015 
Contact name:         Nick Gould 
Telephone number:     001-610-669-8989 
 
 

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.

 
 
 
This information is provided by Business Wire 
 
 
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