Shell PLC — Regulatory Filings 2015

Apr 20, 2015

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Pentwater Capital Management LP - Form 8.3 - Royal Dutch Shell Plc

PR Newswire

London, April 20

                                                                   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/    Pentwater Capital Managementdealings are being disclosed:                  LP(b) Owner or controller of interests and shortpositions disclosed, if different from 1(a):The naming of nominee or vehicle companies isinsufficient(c) Name of offeror/offeree in relation to     Royal Dutch Shell Plcwhose relevant securities this form relates:Use a separate form for each offeror/offeree(d) If an exempt fund manager connected with   N/Aan offeror/offeree, state this and specifyidentity of offeror/offeree:(e) Date position held/dealing undertaken:     April 17, 2015(f) Has the discloser previously disclosed, or Yes- BG Group Plcare they today disclosing, under the Code inrespect of any other party to this offer?2. POSITIONS OF THE PERSON MAKING THE DISCLOSURE(a) Interests and short positions in the relevant securities of the offeror orofferee to which the disclosure relates following the dealing (if any)Class of relevant security:                 EUR 0.07 B Ordinary                              Interests            Short positions                         Number       %          Number         %(1) Relevantsecurities owned and/or controlled:(2) Derivatives                               12,219,221      0.50%(other than options):(3) Options and        1,520,000     0.06%     1,520,000      0.06%agreements topurchase/sell:TOTAL:                 1,520,000     0.06%    13,739,221      0.56%All interests and all short positions should be disclosed.Details of any open derivative or option positions, or agreements to purchaseor sell relevant securities, should be given on a Supplemental Form 8 (OpenPositions).(b) Rights to subscribe for new securities (including directors' and otherexecutive options)Class of relevant security inrelation to which subscription rightexists:Details, including nature of therights concerned and relevantpercentages:If there are positions or rights to subscribe to disclose in more than oneclass of relevant securities of the offeror or offeree named in 1(c), copytable 2(a) or (b) (as appropriate) for each additional class of relevantsecurity.3. DEALINGS (IF ANY) BY THE PERSON MAKING THE DISCLOSURE(a) Purchases and sales Class of relevant    Purchase/sale         Number of        Price per unit     security                              securities(b) Derivatives transactions (other than options)   Class of       Product       Nature of dealing     Number of     Price per   relevant     description                           reference        unit   security                  e.g. opening/closing a   securities                  e.g. CFD    long/short position,                              increasing/reducing a                               long/short position  Ordinary B        TRS      Decreasing a short         43,000      21.20 GBP                             position  Ordinary B        TRS      Increasing a short         160,800     21.52 GBP                             position  Ordinary B        TRS      Increasing a short         150,000     21.20 GBP                             position  Ordinary B        TRS      Increasing a short         43,000      21.11 GBP                             position(c) Options transactions in respect of existing securities(i) Writing, selling, purchasing or varyingClass of   Product    Writing,   Number of  Exercise   Type     Expiry   Optionrelevant description purchasing, securities  price               date    moneysecurity  e.g. call   selling,    to which  per unit   e.g.              paid/           option      varying     option            American,          received                        etc.      relates            European           per unit                                                       etc.Ordinary Put option  Selling     200,000    20.50    American  5/15/15  0.35 GBPBOrdinary Call option Selling     200,000    21.00    American  5/15/15  0.61 GBPBOrdinary Call option Purchasing  150,000    21.00    American  4/17/15  0.20 GBPB(ii) Exercising Class of relevant   Product description      Number of      Exercise price per     security                                 securities            unit                      e.g. call optionOrdinary B          Call option assigned  (450,000)          20.50 GBP(d) Other dealings (including subscribing for new securities)Class of relevant    Nature of dealing          Details       Price per unit    security                                                 (if applicable)                     e.g. subscription,                         conversionThe currency of all prices and other monetary amounts should be stated.Where there have been dealings in more than one class of relevant securities ofthe offeror or offeree named in 1(c), copy table 3(a), (b), (c) or (d) (asappropriate) for each additional class of relevant security dealt in.4. OTHER INFORMATION(a) Indemnity and other dealing arrangementsDetails of any indemnity or option arrangement, or any agreement orunderstanding, formal or informal, relating to relevant securities which maybe an inducement to deal or refrain from dealing entered into by the personmaking the disclosure and any party to the offer or any person acting inconcert 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 orderivativesDetails 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 relevantsecurities to which any derivative is referenced:If there are no such agreements, arrangements or understandings, state "none"(c) AttachmentsIs a Supplemental Form 8 (Open Positions) attached?           YESDate of disclosure:                    April 20, 2015Contact name:                          Neal NenadovicTelephone number:                      312-589-6405Public disclosures under Rule 8 of the Code must be made to a RegulatoryInformation Service and must also be emailed to the Takeover Panel atmonitoring@disclosure.org.uk. The Panel's Market Surveillance Unit is availablefor 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 INFORMATIONIdentity of person whose open positions are    Pentwater Capital Managementbeing disclosed:                               LPName of offeror/offeree in relation to whose   Royal Dutch Shell Plcrelevant securities the disclosure relates:2. OPTIONS AND DERIVATIVES Class of    Product   Written or  Number of s  Exercise      Type     Expiry relevant  description  purchased   ecurities   price per               date security   e.g. call               to which      unit        e.g.             option                 option or              American,                                   derivative               European                                     relates                  etc.Ordinary B Call option Written     (405,000)   21.50 GBP   American   5/15/15Ordinary B Call option Written     (1,115,000) 21.00 GBP   American   5/15/15Ordinary B Put option  Written     1,320,000   21.00 GBP   American   5/15/15Ordinary B Put option  Written     200,000     20.50 GBP   American   5/15/153. AGREEMENTS TO PURCHASE OR SELL ETC.Full details should be given so that the nature of the interest or positioncan 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 relationto 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 .

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