Form 8 (DD) - Royal Dutch Shell Plc
Rules 8.1, 8.2 and 8.4 of the Takeover Code (the "Code")
LONDON, May 7, 2015 /PRNewswire/ --
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")
1. KEY INFORMATION
(a) Full name of discloser: Simon Henry
(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 Royal Dutch Shell plc
each offeror/offeree (offeror)
(d) Status of person making the disclosure: e.g. offeror, Person acting in
offeree, person acting in concert with the concert with offeror
offeror/offeree (specify name of offeror/offeree) (Royal Dutch Shell plc)
(e) Date dealing undertaken: 5 May 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" NO
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 9,175 0.000236 Nil Nil
owned and/or controlled:
(2) Cash-settled derivatives: Nil Nil Nil Nil
(3) Stock-settled derivatives Nil Nil Nil Nil
(including options) and
agreements to purchase/sell:
TOTAL: 9,175 0.000236 Nil Nil
Class of relevant security: B ordinary shares
Interests Short positions
Number % Number %
(1) Relevant securities owned 291,452 0.011943 Nil Nil
and/or controlled:
(2) Cash-settled derivatives: Nil Nil Nil Nil
(3) Stock-settled derivatives Nil Nil Nil Nil
(including options) and
agreements to purchase/sell:
TOTAL: 291,452 0.011943 Nil Nil
[1] Percentage calculations are based on Royal Dutch Shell plc's total number
of A ordinary shares in issue being 3,894,584,881 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: B ordinary shares
Details, including nature of the Interests held under the Royal Dutch
rights concerned and relevant Shell plc Long Term Incentive Plan*:
percentages: 297,914[A] (0.012208%)
Interests held under the Royal Dutch
Shell plc Deferred Bonus Plan*: 109,393
[B] (0.004483%)
The exercise price is nil for all the
shares.
[A] The vesting of these shares is
subject to performance conditions.
[B] The vesting of 24,978 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
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 Purchase/sale Number of Price per unit
security securities
B ordinary shares Sale 20,000 £21.17 per share
(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 Purchases/ Total number of Highest price Lowest price
relevant sales securities per unit paid/ per unit paid/
security received received
(b) Cash-settled derivative transactions
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
(c) Stock-settled derivative transactions (including options)
(i) Writing, selling, purchasing or varying
Class of Product Writing, Number of Exercise Type Expiry Option
relevant description purchasing, securities price date money
security e.g. call selling, to which per unit e.g. paid/
option varying option American, received
etc. relates European per unit
etc.
(ii) Exercise
Class of Product Exercising/ Number of Exercise price
relevant description exercised securities per unit
security against
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
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: 7 May 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
[email protected] . 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
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