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)
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.
- 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
