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)
PR Newswire
LONDON, June 24, 2015
LONDON, June 24, 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: 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 each offeror/offeree Royal Dutch Shell plc (offeror)
(d) Status of person making the disclosure:
e.g. offeror, offeree, person acting in concert with Person acting in concert with
the offeror/offeree (specify name of offeror/offeree) offeror (Royal Dutch Shell plc)
(e) Date dealing undertaken: 23 June 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 NO
"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 9,175
and/or controlled: 0.000234 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: 9,175 0.000234 Nil Nil
Class of relevant security:
B ordinary shares
Interests Short positions
Number % Number %
(1) Relevant securities owned and/or
controlled: 295,781 0.01212 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: 295,781 0.01212 Nil Nil
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1. Percentage calculations are based on Royal Dutch Shell plc’s (NYSE: RDS.A)(NYSE: RDS.B) total number of A ordinary shares in issue being 3,918,015,024 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
Interests held under the Royal Dutch Shell plc Long Term Incentive Plan*:
302,729[A] (0.012405%)
Interests held under the Royal Dutch Shell plc Deferred Bonus Plan*:
111,161[B] (0.004555%)
The exercise price is nil for all the shares.
[A] The vesting of these shares is subject to performance conditions.
[B] The vesting of 25,382 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
Details, deferral period. The timing of the vesting of the awards after such period has
including ended is dependent on a number of factors including, for example, approval by
nature of Royal Dutch Shell plc's remuneration committee and / or the timing of close
the rights periods. Further details of these plans are set out in Royal Dutch Shell's
concerned annual report and accounts for the year ending 31 December 2014
and relevant (http://www.shell.com/global/aboutshell/investor/financial-information/annual-
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
security Number of securities Price per unit
Purchase using cash 4,328.764463
B ordinary shares dividend GBP19.0047
(ii) Principal trader where the sole reason for the connection is that the principal trader is in the same group as a connected adviser
Highest price Lowest price per
Class of relevant Purchases/ sales Total number of per unit unit
security securities paid/received paid/received
(b) Cash-settled derivative transactions
Nature of dealing
Product e.g. opening/closing a
description long/short position, Number of
Class of relevant 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 Option
Product Writing, securities e.g. money
Class of description purchasing, to which Exercise American, paid/
relevant e.g. call selling, option price European received
security option varying etc. relates per unit etc. Expiry date per unit
(ii) Exercise
Class of Product description Exercising/
relevant exercised Number of Exercise price
security e.g. call option against securities per unit
(d) Other dealings (including subscribing for new securities)
Nature of dealing
Class of relevant Price per unit
security e.g. subscription, conversion Details (if 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: 24 June 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
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