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)

Aug 03, 2015, 07:25 ET from Royal Dutch Shell plc

LONDON, August 3, 2015 /PRNewswire/ --

FORM 8 (DD)

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

 

1.     KEY INFORMATION 


   
    (a) Full name of discloser:                             Charles O. Holliday

    (b) Owner or controller of interests and short          N/A
    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 in relation to whose        Royal Dutch Shell plc (offeror)
    relevant securities this form relates:                  (NYSE:   RDS.A) (NYSE:  RDS.B)


    Use a separate form for each offeror/offeree

    (d) Status of person making the disclosure:             Person acting in concert with
    e.g. offeror, offeree, person acting in concert with    offeror (Royal Dutch Shell plc)
    the offeror/offeree (specify name of offeror/offeree)
                                                        
    (e) Date dealing undertaken:                            31 July 2015
    (f) In addition to the company in 1(c) above, is the    NO
    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. 

  1. 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           %          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

   
    
   
    Class of relevant security:                    B ordinary shares
                                          Interests                 Short positions
                                     Number          %[1]         Number          %
    (1) Relevant securities
    owned and/or controlled:        50,000[2]      0.002049        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:                           50,000        0.002049        Nil           Nil

 

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       None.
    which subscription right exists:         
    Details, including nature of the rights         None.
    concerned and relevant percentages:

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 securities      Price per unit
     security                    

                                             
    B ordinary shares[2] Purchase          1,400 (700 American       USD 58.74 per American
                                           depositary shares)        depositary share

                                             
    B ordinary shares[2] Purchase          8,600 (4,300 American     USD 58.75 per American
                                           depositary shares)        depositary share
                                              
                                             
    B ordinary shares[2] Purchase          10,000                    (5,000
                                           American depositary       USD 58.60 per American
                                           shares)                   depositary share

[1] Percentage calculations are based on Royal Dutch Shell plc's total number of A ordinary shares in issue being 3,918,015,024 A ordinary shares and 2,440,410,614 B ordinary shares. [2] These shares are held in the form of American depositary shares (one B American depositary share being equivalent to two B ordinary shares).

 

(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     Purchases/ sales    Total number of   per unit        Lowest price per
    security                         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 

                                                            

                                        Number of             Type
               Product      Writing,    securities            e.g.         Option money
    Class of description   purchasing,   to which  Exercise American,            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)

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:                        3 August 2015

    Contact name:                              Mark Edwards

    Telephone number:                          0207 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 .  The Panel's Market Surveillance Unit monitoring@disclosure.org.uk 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. 

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

 

SOURCE Royal Dutch Shell plc