Pentwater Capital Management LP Form 8.3 - BG Group Plc
February 12 2016 - 9:26AM
UK Regulatory
TIDMBG.
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: BG Group Plc
Use a separate form for each offeror/offeree
(d) If an exempt fund manager connected with an
offeror/offeree, state this and specify identity of N/A
offeror/offeree:
(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 Yes-Royal Dutch Shell Plc
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 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 1.33%
options): 45,650,000
(3) Options and agreements to 1,000,000 0.03%
purchase/DEALING:
1.36%
TOTAL: 46,650,000
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 Purchase/DEALING Number of securities Price per unit
security
(b) Derivatives transactions (other than options)
Class of Product Nature of dealing Number of Price per unit
relevant description e.g. opening/closing a reference
security e.g. CFD long/short position, securities
increasing/reducing a long
/short position
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 Product Writing, Number of Exercise Type Expiry date Option
relevant description purchasing, securities price per e.g. money
security e.g. call selling, to which unit American, paid/
option varying etc. option European received
relates etc. per unit
(ii) Exercising
Class of relevant Product description Number of securities Exercise price per
security e.g. call option unit
(d) Other dealings (including subscribing for new securities)
Class of relevant Nature of dealing Details Price per unit (if
security e.g. subscription, applicable)
conversion
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 Product Written or Number of Exercise Type Expiry date
relevant description purchased securities price per e.g.
security e.g. call to which unit American,
option option or European
derivative etc.
relates
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 .
END
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