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 04, 2015, 12:10 ET from Royal Dutch Shell plc

LONDON, August 4, 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:                          Linda G. Stuntz


  (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 each offeror/offeree         Royal Dutch Shell plc (offeror)
                                                         (NYSE:  RDS.A)(NYSE:  RDS.B)
   (d) Status of person making the disclosure:
    e.g. offeror, offeree, person acting in concert with
    the offeror/offeree (specify name of                 Person acting in concert with
    offeror/offeree)                                     offeror (Royal Dutch Shell plc)

    (e) Date dealing undertaken:                         4 August 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           %          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:       12,400[2]     0.000508         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:                          12,400       0.000508         Nil           Nil

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

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.

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:          None.
    Details, including nature of the rights
    concerned and relevant percentages:       None.

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       4,000 (2000 American      USD 57.71 per American
                                           depositary shares)        depositary 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/ sales  Total number of   Highest price   Lowest price per
        relevant                        securities        per unit        unit paid/received
        security                                          paid/received

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

2. These shares are held in the form of American depositary shares (one B American depositary share being equivalent to two B ordinary shares).

(b)     Cash-settled derivative transactions 

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

(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/        Number of    Exercise price per
        relevant     description       exercised against  securities   unit
        security     e.g. call 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 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:                        4 August 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