FORM 8.3 - BG GROUP PLC

LONDON--()--

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: 16 December 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: 35,348,178 1.03% 27,430,771 0.80%
           
(2) Cash-settled derivatives:
7,994,274 0.24% 20,454,082 0.60%
           
(3) Stock-settled derivatives (including options)
and agreements to purchase/sell: 475,000 0.01% 500,000 0.01%
           
 
TOTAL: 43,817,452 1.28% 48,384,853 1.42%

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 164 9.5995 GBP
ORD Purchase 165 9.5935 GBP
ORD Purchase 329 9.6160 GBP
ORD Purchase 329 9.5930 GBP
ORD Purchase 329 9.6105 GBP
ORD Purchase 334 9.5945 GBP
ORD Purchase 388 9.6020 GBP
ORD Purchase 526 9.6000 GBP
ORD Purchase 558 9.5523 GBP
ORD Purchase 658 9.6435 GBP
ORD Purchase 1,587 9.6566 GBP
ORD Purchase 2,137 9.5984 GBP
ORD Purchase 2,979 9.4570 GBP
ORD Purchase 3,714 9.6092 GBP
ORD Purchase 8,190 9.5872 GBP
ORD Purchase 12,357 9.4964 GBP
ORD Purchase 18,410 9.5748 GBP
ORD Purchase 36,113 9.5976 GBP
ORD Purchase 52,314 9.6030 GBP
ORD Purchase 53,283 9.5933 GBP
ORD Purchase 57,777 9.5968 GBP
ORD Purchase 99,105 9.5646 GBP
ORD Purchase 187,706 9.5754 GBP
ORD Purchase 486,558 9.5036 GBP
ORD Sale 30 9.5890 GBP
ORD Sale 99 9.6120 GBP
ORD Sale 164 9.5995 GBP
ORD Sale 165 9.5935 GBP
ORD Sale 270 9.6080 GBP
ORD Sale 329 9.6105 GBP
ORD Sale 329 9.6030 GBP
ORD Sale 329 9.6435 GBP
ORD Sale 334 9.5945 GBP
ORD Sale 365 9.6059 GBP
ORD Sale 388 9.6020 GBP
ORD Sale 526 9.6000 GBP
ORD Sale 658 9.6160 GBP
ORD Sale 1,052 9.5972 GBP
ORD Sale 1,065 9.6102 GBP
ORD Sale 1,512 9.6018 GBP
ORD Sale 2,280 9.6087 GBP
ORD Sale 2,484 9.5333 GBP
ORD Sale 3,261 9.5829 GBP
ORD Sale 10,260 9.5562 GBP
ORD Sale 14,226 9.5590 GBP
ORD Sale 14,903 9.5435 GBP
ORD Sale 15,680 9.5361 GBP
ORD Sale 19,968 9.5930 GBP
ORD Sale 21,822 9.5455 GBP
ORD Sale 41,531 9.4570 GBP
ORD Sale 45,245 9.5371 GBP
ORD Sale 102,801 9.5239 GBP
ORD Sale 500,000 9.5699 GBP

(b) Cash-settled derivative transactions

Class of   Product   Nature of dealing   Number of   Price per
relevant description reference unit
security     securities  
ORD SWAP Long 1,631 9.5813 GBP
ORD SWAP Long 3,440 9.5924 GBP
ORD CFD Long 7,977 9.5126 GBP
ORD SWAP Long 20,897 9.6034 GBP
ORD CFD Long 20,944 9.4782 GBP
ORD CFD Long 102,801 9.5239 GBP
ORD SWAP Short 750 9.4955 GBP
ORD SWAP Short 1,587 9.6566 GBP
ORD CFD Short 2,137 9.5984 GBP
ORD SWAP Short 6,700 9.5089 GBP
ORD SWAP Short 10,755 9.5903 GBP
ORD CFD Short 7,479 9.5993 GBP
ORD SWAP Short 20,884 9.5742 GBP
ORD CFD Short 22,074 9.6137 GBP
ORD CFD Short 92,123 9.6039 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: 17 Dec 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 monitoring@disclosure.org.uk. The Panel’s Market Surveillance Unit is available for consultation in relation to the Code’s 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 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 Call Options Purchased 475,000 10.8500 European 15 Jan 2016
ORD Call Options Written -500,000 1100.0000 American 15 Jan 2016

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 +44 (0)20 7638 0129.

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

Short Name: BARCLAYS PLC
Category Code: RET
Sequence Number: 501284
Time of Receipt (offset from UTC): 20151217T144356+0000

Contacts

BARCLAYS PLC

Contacts

BARCLAYS PLC