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")
LONDON, December 21, 2015 /PRNewswire/ --
FORM 8 (DD)
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
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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.
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 [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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