Form 8.3 - BG GROUP PLC

LONDON--(BUSINESS WIRE)--

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)	Full name of discloser:	Barclays PLC.
(b)	Owner or controller of interest and short
	positions disclosed, if different from 1(a):
(c)	Name of offeror/offeree in relation to whose	BG GROUP PLC
	relevant securities this form relates:
(d)	If an exempt fund manager connected with an
	offeror/offeree, state this and specify identity of
	offeror/offeree:
(e)	Date position held/dealing undertaken:	30 June 2015
(f)	In addition to the company in 1(c) above, is the discloser making	YES:
	disclosures in respect of any other party to the offer?	ROYAL DUTCH SHELL PLC

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 (if any)

Class of relevant security:		ORD
		Interests		Short Positions
		Number	(%)	Number	(%)
(1)	Relevant securities owned
	and/or controlled:	23,035,446	0.67%	17,628,448	0.52%
(2)	Cash-settled derivatives:
		6,326,708	0.19%	9,003,297	0.26%
(3)	Stock-settled derivatives (including options)
	and agreements to purchase/sell:	1,750,000	0.05%	1,000,000	0.03%
	TOTAL:	31,112,154	0.91%	27,631,745	0.81%

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).

(b) Rights to subscribe for new securities (including directors’ and other employee options)

Class of relevant security in relation to which subscription right exists:

Details, including nature of the rights concerned and relevant percentages:

3. DEALINGS (IF ANY) 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

Class of relevant	Purchase/sale	Number of	Price per unit
security		securities
ORD	Purchase	163	10.7125 GBP
ORD	Purchase	199	10.7025 GBP
ORD	Purchase	200	10.6850 GBP
ORD	Purchase	337	10.6475 GBP
ORD	Purchase	337	10.6575 GBP
ORD	Purchase	428	10.7050 GBP
ADR	Purchase	600	16.6900 USD
ORD	Purchase	783	10.6462 GBP
ORD	Purchase	791	10.6375 GBP
ORD	Purchase	878	10.6250 GBP
ORD	Purchase	1,142	10.6800 GBP
ORD	Purchase	1,202	10.6750 GBP
ORD	Purchase	1,283	10.6500 GBP
ORD	Purchase	1,296	10.6950 GBP
ORD	Purchase	1,312	10.6300 GBP
ORD	Purchase	1,373	10.6900 GBP
ORD	Purchase	1,413	10.6621 GBP
ORD	Purchase	1,695	10.6644 GBP
ORD	Purchase	2,283	10.6700 GBP
ORD	Purchase	2,505	10.6400 GBP
ORD	Purchase	2,542	10.6600 GBP
ORD	Purchase	2,616	10.7000 GBP
ORD	Purchase	2,916	10.6650 GBP
ORD	Purchase	3,089	10.7100 GBP
ORD	Purchase	3,099	10.6425 GBP
ORD	Purchase	3,661	10.6350 GBP
ORD	Purchase	6,618	10.6505 GBP
ADR	Purchase	6,740	16.7790 USD
ORD	Purchase	6,907	10.6450 GBP
ORD	Purchase	7,120	10.6550 GBP
ORD	Purchase	7,249	10.6842 GBP
ORD	Purchase	7,584	10.6455 GBP
ORD	Purchase	10,427	10.6614 GBP
ORD	Purchase	16,508	10.7057 GBP
ORD	Purchase	21,111	10.6755 GBP
ORD	Purchase	34,096	10.6745 GBP
ORD	Purchase	65,002	10.5950 GBP
ORD	Purchase	97,757	10.6701 GBP
ORD	Sale	163	10.7125 GBP
ORD	Sale	200	10.6850 GBP
ORD	Sale	337	10.6475 GBP
ORD	Sale	337	10.6575 GBP
ORD	Sale	398	10.7025 GBP
ORD	Sale	434	10.6500 GBP
ADR	Sale	600	16.6900 USD
ORD	Sale	757	10.6400 GBP
ORD	Sale	783	10.6517 GBP
ORD	Sale	790	10.6917 GBP
ORD	Sale	791	10.6375 GBP
ORD	Sale	831	10.6950 GBP
ORD	Sale	914	10.6900 GBP
ORD	Sale	1,142	10.6800 GBP
ORD	Sale	1,145	10.7150 GBP
ORD	Sale	1,279	10.6355 GBP
ORD	Sale	1,346	10.7050 GBP
ORD	Sale	1,362	10.6700 GBP
ORD	Sale	1,879	10.6368 GBP
ORD	Sale	1,921	10.6650 GBP
ORD	Sale	2,616	10.7000 GBP
ORD	Sale	2,849	10.7038 GBP
ORD	Sale	3,089	10.7100 GBP
ORD	Sale	3,229	10.6350 GBP
ORD	Sale	3,772	10.6572 GBP
ORD	Sale	4,091	10.6744 GBP
ORD	Sale	4,590	10.6450 GBP
ORD	Sale	5,524	10.6429 GBP
ORD	Sale	6,242	10.6550 GBP
ADR	Sale	6,740	16.7790 USD
ORD	Sale	8,221	10.6879 GBP
ORD	Sale	8,820	10.6488 GBP
ORD	Sale	9,300	10.6453 GBP
ORD	Sale	10,381	10.6533 GBP
ORD	Sale	23,833	10.6187 GBP
ORD	Sale	26,288	10.6581 GBP
ORD	Sale	29,283	10.6499 GBP
ORD	Sale	78,386	10.5928 GBP
ORD	Sale	216,253	10.6448 GBP

(b) Cash-settled derivative transactions

Class of	Product	Nature of dealing	Number of	Price per
relevant	description		reference	unit
security			securities
ORD	CFD	Long	1,890	10.6535 GBP
ORD	CFD	Long	3,780	10.6635 GBP
ORD	CFD	Long	5,524	10.6429 GBP
ORD	SWAP	Long	8,350	10.6695 GBP
ORD	CFD	Long	25,359	10.6460 GBP
ORD	SWAP	Long	30,328	10.6584 GBP
ORD	SWAP	Long	34,177	10.5948 GBP
ORD	CFD	Long	78,386	10.5928 GBP
ORD	CFD	Long	183,844	10.6525 GBP
ORD	CFD	Short	300	10.5959 GBP
ORD	SWAP	Short	348	10.6606 GBP
ORD	SWAP	Short	605	10.6807 GBP
ORD	CFD	Short	9,387	10.7014 GBP
ORD	SWAP	Short	17,408	10.6686 GBP
ORD	SWAP	Short	31,434	10.6588 GBP
ORD	SWAP	Short	101,684	10.6750 GBP

(c) Stock-settled derivative transactions (including options)

(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) Exercise

Class of relevant security

Product description e.g. call option

Exercising/ exercised against

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)

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: Irrevocable commitments and letters of intent should not be included. 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:	1 Jul 2015
Contact name:	Jay Supaya
Telephone number:	020 7773 0635

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 [e-mail]. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

143221.01

SUPPLEMENTAL FORM 8 (OPEN POSITIONS)

DETAILS OF OPEN STOCK-SETTLED DERIVATIVE (INCLUDING OPTION) POSITIONS, AGREEMENTS TO PURCHASE OR SELL ETC.

Note 5(i) on Rule 8 of the Takeover Code (the “Code”)

1. KEY INFORMATION

Identity of the person whose positions/dealings	Barclays PLC.
are being disclosed:
Name of offeror/offeree in relation to whose	BG GROUP PLC
relevant securities this from relates:

2. STOCK-SETTLED DERIVATIVES (INCLUDING OPTIONS)

Class	Product	Writing,	Number	Exercise	Type	Expiry
of	description	purchasing,	of	price		date
relevant		selling,	securities	per unit
security		varying etc	to which
			option
			relates
ORD	Put Options	Purchased	-1,000,000	10.0000	American	21 Aug 2015
ORD	Put Options	Written	750,000	1050.0000	American	17 Jul 2015
ORD	Call Options	Purchased	1,000,000	10.5000	American	21 Aug 2015

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 cash-settled derivatives.

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 disclosure requirements on [phone].

The Code can be viewed on the Panel’s website at www.thetakeoverpanel.org.uk.

Category Code: RET

Sequence Number: 473010

Time of Receipt (offset from UTC): 20150701T132125+0100