FORM 8.3
PUBLIC OPENING
POSITION DISCLOSURE/DEALING DISCLOSURE BY
A PERSON WITH
INTERESTS IN RELEVANT SECURITIES REPRESENTING 1% OR MORE
Rule 8.3 of the
Takeover Code (the “Code”)
1. KEY
INFORMATION
| (a)
Identity of the person whose positions/dealings are being
disclosed: |
Pentwater Capital Management LP |
(b)
Owner or controller of interests and short positions disclosed, if
different from 1(a):
The naming of nominee or vehicle
companies is insufficient |
|
(c)
Name of offeror/offeree in relation to whose relevant securities
this form relates:
Use a separate form for each
offeror/offeree |
BG Group Plc |
| (d) If
an exempt fund manager connected with an offeror/offeree, state
this and specify identity of offeror/offeree: |
N/A |
| (e)
Date position held/dealing undertaken: |
February 11, 2016 |
|
(f) Has the discloser previously disclosed, or are they
today disclosing, under the Code in respect of any other party to
this offer? |
Yes-Royal Dutch Shell Plc |
2. POSITIONS OF THE
PERSON MAKING THE DISCLOSURE
(a) Interests and short
positions in the relevant securities of the offeror or offeree to
which the disclosure relates following the dealing (if any)
| Class of relevant
security: |
10p
Ordinary |
|
Interests |
Short
positions |
| Number |
% |
Number |
% |
| (1) Relevant
securities owned and/or controlled: |
|
|
|
|
| (2) Derivatives
(other than options): |
45,650,000 |
1.33% |
|
|
| (3) Options and
agreements to purchase/sell: |
1,000,000
|
0.03% |
|
|
TOTAL: |
46,650,000 |
1.36% |
|
|
All interests and all short positions
should be disclosed.
Details of any open derivative or
option positions, or agreements to purchase or sell relevant
securities, should be given on a Supplemental Form 8 (Open
Positions).
(b) Rights to subscribe
for new securities (including directors’ and other executive
options)
| Class
of relevant security in relation to which subscription right
exists: |
|
|
Details, including nature of the rights concerned and relevant
percentages: |
|
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.
3. DEALINGS (IF
ANY) BY THE PERSON MAKING THE DISCLOSURE
(a) Purchases and
sales
|
Class of relevant security |
Purchase/sale |
Number of securities |
Price per unit |
|
|
|
|
(b) Derivatives
transactions (other than options)
| Class of relevant
security |
Product
description
e.g. CFD |
Nature of
dealing
e.g. opening/closing a long/short position, increasing/reducing
a long/short position |
Number of
reference securities |
Price per
unit |
|
Ordinary |
TRS |
Decreasing long
position |
2,000,000 |
10.21
GBP |
|
Ordinary |
TRS |
Decreasing long
position |
4,250,000 |
10.29
GBP |
|
Ordinary |
TRS |
Decreasing long
position |
1,000,000 |
10.28
GBP |
(c) Options transactions
in respect of existing securities
(i) Writing,
selling, purchasing or varying
| Class of relevant
security |
Product
description e.g. call option |
Writing,
purchasing, selling, varying etc. |
Number of
securities to which option relates |
Exercise price per
unit |
Type
e.g. American, European etc. |
Expiry
date |
Option money paid/
received per unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(ii) Exercising
| Class of relevant
security |
Product
description
e.g. call option |
Number of
securities |
Exercise price per
unit |
|
|
|
|
(d) Other dealings
(including subscribing for new securities)
| Class of relevant
security |
Nature of
dealing
e.g. subscription, conversion |
Details |
Price per unit (if
applicable) |
|
|
|
|
The currency of all prices and other
monetary amounts should be stated.
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.
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
person making the disclosure and any party to the offer or any
person acting in concert with a party to the offer:
If there are no such agreements, arrangements or understandings,
state “none” |
|
(b) Agreements,
arrangements or understandings relating to options or
derivatives
Details of any
agreement, arrangement or understanding, formal or informal,
between the person 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” |
|
(c) Attachments
| Is a
Supplemental Form 8 (Open Positions) attached? |
YES |
| Date
of disclosure: |
February 12, 2016 |
|
Contact name: |
Neal
Nenadovic |
|
Telephone number: |
312-589-6405 |
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
www.thetakeoverpanel.org.uk.
SUPPLEMENTAL FORM
8 (OPEN POSITIONS)
DETAILS OF OPEN
OPTION AND DERIVATIVE POSITIONS, AGREEMENTS TO PURCHASE OR SELL
ETC.
Note 5(i) on Rule
8 of the Takeover Code (the “Code”)
1. KEY
INFORMATION
|
Identity of person whose open positions are being
disclosed: |
Pentwater Capital Management LP |
| Name
of offeror/offeree in relation to whose relevant securities the
disclosure relates: |
BG Group Plc |
2. OPTIONS AND
DERIVATIVES
| Class of relevant
security |
Product
description e.g. call option |
Written or
purchased |
Number of
securities to which option or derivative relates |
Exercise price per
unit |
Type
e.g. American, European etc. |
Expiry
date |
|
Ordinary |
Call option |
Purchased |
1,000,000 |
11.50 GBP |
American |
3/18/16 |
|
|
|
|
|
|
|
3. AGREEMENTS TO
PURCHASE OR SELL ETC.
| Full details should be given so
that the nature of the interest or position can be fully
understood: |
|
It is not necessary to provide
details on a Supplemental Form (Open Positions) with regard to
contracts for differences (“CFDs”) or spread bets.
The currency of all prices and other
monetary amounts should be stated.
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
www.thetakeoverpanel.org.uk.