Royal Dutch Shell plc: Public Dealing Disclosure by a Party to an Offer or Person Acting in Concert (Including Dealings for the Account of Discretionary Investment Clients)

Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")

Dec 21, 2015, 05:09 ET from Royal Dutch Shell plc

LONDON, December 21, 2015 /PRNewswire/ --

FORM 8 (DD) 

(NYSE: RDS.A) (NYSE: RDS.B)

1.     KEY INFORMATION 


   
    (a) Full name of discloser:                            Ben van Beurden


    (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 offeror/offeree in relation to whose
    relevant securities this form relates:                 Royal Dutch Shell plc (offeror)

    Use a separate form for each offeror/offeree        
    (d) Status of person making the disclosure:            Person acting in concert with
                                                           offeror (Royal Dutch Shell plc)
                                                           18 December 2015

    e.g. offeror, offeree, person acting in concert with
    the offeror/offeree (specify name of                
    offeror/offeree)                                    
    (e) Date dealing undertaken:                        
    (f) In addition to the company in 1(c) above, is the
    discloser making disclosures in respect of any other
    party to the offer?                                    NO


    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 


   
    Class of relevant security:

                                                     A ordinary shares
                                          Interests                 Short positions
                                     Number         %[1]          Number           %


    (1) Relevant securities
    owned and/or controlled:         27,565       0.000691         Nil            Nil

    (2) Cash-settled
    derivatives:                      Nil            Nil           Nil            Nil

    (3) Stock-settled
    derivatives (including
    options) and agreements to
    purchase/sell:                    Nil            Nil           Nil            Nil

    TOTAL:                           27,565       0.000691         Nil            Nil


   
    Class of relevant security:

                                                     B ordinary shares
                                           Interests                Short positions
                                      Number          %           Number          %


    (1) Relevant securities owned
    and/or controlled:                 Nil           Nil           Nil           Nil

    (2) Cash-settled derivatives:      Nil           Nil           Nil           Nil
    (3) Stock-settled derivatives
    (including options) and

    agreements to purchase/sell:       Nil           Nil           Nil           Nil

    TOTAL:                             Nil           Nil           Nil           Nil

--------------------------------------------------

1. Percentage calculations are based on Royal Dutch Shell plc's total number of A ordinary shares in issue being 3,990,921,569 and B ordinary shares in issue being 2,440,410,614.

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). 

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 (including directors' and other employee options) 


   
    Class of relevant security in relation
    to which subscription right exists:      A ordinary shares


    Details, including nature of the rights  Interests held under the Royal Dutch Shell
    concerned and relevant percentages:      plc Long Term Incentive Plan*: 425,818[A]
                                             (0.010670%)

                                             Interests held under the Royal Dutch Shell
                                             plc Deferred Bonus Plan*: 86,864[B]
                                             (0.0.002177%)

                                             The exercise price is nil for all the shares.

                                             [A] The vesting of these shares is subject to
                                             performance conditions.

                                             [B] The vesting of 7,025 of these shares is
                                             subject to performance conditions.

                                             *The exact vesting date of the shares under
                                             these plans cannot be specified. All awards
                                             under these plans have a three year
                                             performance or a three year deferral period.
                                             The timing of the vesting of the awards after
                                             such period has ended is dependent on a
                                             number of factors including, for example,
                                             approval by Royal Dutch Shell plc's
                                             remuneration committee and / or the timing of
                                             close periods. Further details of these plans
                                             are set out in Royal Dutch Shell's annual
                                             report and accounts for the year ending 31
                                             December 2014.

(http://www.shell.com/global/aboutshell/investor/financial-information/annual-reports-and-publications.html).

3.     DEALINGS 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 

(i)     Party to an offer or person acting in concert (except for a principal trader in the same group as a connected adviser) 


   
    Class of relevant
        security         Purchase/sale   Number of securities     Price per unit

(ii)     Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser 


   
     Class of                                        Highest price
     relevant                      Total number of      per unit      Lowest price per
     security    Purchases/ sales    securities     paid/received   unit paid/received

(b)     Cash-settled derivative transactions 


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


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

(i)     Writing, selling, purchasing or varying 


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

(ii)     Exercise 


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


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


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


                           Rollover of cash dividends
                           into Royal Dutch Shell plc
                           shares held under the
    A ordinary shares      Long-Term Incentive Plan       8,831           EUR20.30

                           Rollover of cash dividends
                           into Royal Dutch Shell plc
                           shares held under the
    A ordinary shares      Deferred Bonus Plan            1,801           EUR20.30


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 or person acting in
    concert making the disclosure and any other person:

    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 or person acting in concert 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 

Are any Supplemental Forms attached? 


   
    Supplemental Form 8 (Open Positions)       NO
    Supplemental Form 8 (SBL)                  NO



    Date of disclosure:                        21 December 2015
    Contact name:                              Mark Edwards
    Telephone number:                          +44(0)207-934-2817

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 http://www.thetakeoverpanel.org.uk.

SOURCE Royal Dutch Shell plc