Rule 19.6(b) update to stated post-offer intention statement with regard to the combination with BG Group plc
23 Mars 2020 - 8:15AM
Rule 19.6(b) update to stated post-offer intention statement with
regard to the combination with BG Group plc
The Hague, March 23, 2020 - The following
announcement is being made pursuant to the requirements of Rule
19.6(b) of the City Code on Takeovers and Mergers (the "Code"),
which, inter alia, require a party to an offer, save with the
consent of the Panel on Takeovers and Mergers, to promptly make an
announcement should it decide to take a course of action different
from its stated intentions during the period of 12 months or such
longer stated period from the end of the offer period explaining
its reasons for doing so.
The scheme document relating to Shell’s recommended cash and
share offer for the entire issued and to be issued share capital of
BG Group plc, which was effected by way of a scheme of arrangement
under Part 26 of the Companies Act 2006 on February 15, 2016 (the
"Combination"), was published on December 22, 2015. The
scheme document contained the following post-offer intention
statement for the purposes of the Code:
“Subject to progress with debt reduction and recovery in oil
prices, Shell expects to withdraw the Shell Scrip Dividend
Programme in 2017 and undertake a share buyback programme of at
least $25 billion in the period 2017 to 2020. Shell expects this
buyback programme to offset the shares issued under the Shell Scrip
Dividend Programme, and to significantly reduce the equity issued
in connection with the Combination. From 2017, Shell expects that
buybacks of both Shell A Shares and Shell B Shares will be
possible, without significant dividend withholding tax implications
for Shell. Shell intends to buy back the cheaper of the Shell A
Shares and the Shell B Shares from a Shell perspective.”
As of today, we have delivered $15.5 billion of our $25
billion buyback programme, which commenced in July 2018.
Since the Third Quarter 2019 Unaudited Results issued on October
31, 2019, we have continually reiterated that, whilst the intention
to complete the $25 billion buyback programme was unchanged, the
pace remained subject to macro conditions and further debt
reduction. We also announced on January 30, 2020 that the next
tranche of the buyback programme would be reduced to $1
billion.
As announced today, in light of the current economic and oil
price environment, we have decided not to continue with the next
tranche of the share buyback programme following the completion of
the current tranche announced on 30 January 2020. Our
intention to complete the $25 billion share buyback programme
remains unchanged but it is not likely to be feasible before the
end of 2020. Shell will continue to monitor the evolving business
environment and make decisions on further tranches of the share
buyback programme on a quarterly basis.
NOTES TO EDITOR
- Shell withdrew the Scrip Dividend Programme in Q3 2017 as per
the intention statement and through the share buyback programme
Shell has offset the shares issued during 2015-2017 under the Shell
Scrip Dividend Programme
- Current buyback tranche refers to the $1 billion share buybacks
announced on 30 January
2020
Royal Dutch Shell plc
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Cautionary NoteThe companies in which Royal
Dutch Shell plc directly and indirectly owns investments are
separate legal entities. In this announcement “Shell”, “Shell
Group” and “Royal Dutch Shell” are sometimes used for convenience
where references are made to Royal Dutch Shell plc and its
subsidiaries in general. Likewise, the words “we”, “us” and “our”
are also used to refer to Royal Dutch Shell plc and its
subsidiaries in general or to those who work for them. These terms
are also used where no useful purpose is served by identifying the
particular entity or entities. ‘‘Subsidiaries’’, “Shell
subsidiaries” and “Shell companies” as used in this announcement
refer to entities over which Royal Dutch Shell plc either directly
or indirectly has control. Entities and unincorporated arrangements
over which Shell has joint control are generally referred to as
“joint ventures” and “joint operations”, respectively.
Entities over which Shell has significant influence but neither
control nor joint control are referred to as “associates”. The term
“Shell interest” is used for convenience to indicate the direct
and/or indirect ownership interest held by Shell in an entity or
unincorporated joint arrangement, after exclusion of all
third-party interest.
This announcement contains forward-looking statements (within
the meaning of the U.S. Private Securities Litigation Reform Act of
1995) concerning the financial condition, results of operations and
businesses of Royal Dutch Shell. All statements other than
statements of historical fact are, or may be deemed to be,
forward-looking statements. Forward-looking statements are
statements of future expectations that are based on management’s
current expectations and assumptions and involve known and unknown
risks and uncertainties that could cause actual results,
performance or events to differ materially from those expressed or
implied in these statements. Forward-looking statements include,
among other things, statements concerning the potential exposure of
Royal Dutch Shell to market risks and statements expressing
management’s expectations, beliefs, estimates, forecasts,
projections and assumptions. These forward-looking statements are
identified by their use of terms and phrases such as “aim”,
“ambition”, ‘‘anticipate’’, ‘‘believe’’, ‘‘could’’, ‘‘estimate’’,
‘‘expect’’, ‘‘goals’’, ‘‘intend’’, ‘‘may’’, ‘‘objectives’’,
‘‘outlook’’, ‘‘plan’’, ‘‘probably’’, ‘‘project’’, ‘‘risks’’,
“schedule”, ‘‘seek’’, ‘‘should’’, ‘‘target’’, ‘‘will’’ and similar
terms and phrases. There are a number of factors that could affect
the future operations of Royal Dutch Shell and could cause those
results to differ materially from those expressed in the
forward-looking statements included in this announcement, including
(without limitation): (a) price fluctuations in crude oil and
natural gas; (b) changes in demand for Shell’s products; (c)
currency fluctuations; (d) drilling and production results; (e)
reserves estimates; (f) loss of market share and industry
competition; (g) environmental and physical risks; (h) risks
associated with the identification of suitable potential
acquisition properties and targets, and successful negotiation and
completion of such transactions; (i) the risk of doing business in
developing countries and countries subject to international
sanctions; (j) legislative, fiscal and regulatory developments
including regulatory measures addressing climate change; (k)
economic and financial market conditions in various countries and
regions; (l) political risks, including the risks of expropriation
and renegotiation of the terms of contracts with governmental
entities, delays or advancements in the approval of projects and
delays in the reimbursement for shared costs; (m) risks associated
with the impact of pandemics, such as the COVID-19 (coronavirus)
outbreak, and (n) changes in trading conditions. No assurance is
provided that future dividend payments will match or exceed
previous dividend payments. All forward-looking statements
contained in this announcement are expressly qualified in their
entirety by the cautionary statements contained or referred to in
this section. Readers should not place undue reliance on
forward-looking statements. Additional risk factors that may affect
future results are contained in Royal Dutch Shell’s Form 20-F for
the year ended December 31, 2019 (available at
www.shell.com/investor and www.sec.gov). These risk factors also
expressly qualify all forward-looking statements contained in this
announcement and should be considered by the reader. Each
forward-looking statement speaks only as of the date of this
announcement, 23 March 2020. Neither Royal Dutch Shell plc nor any
of its subsidiaries undertake any obligation to publicly update or
revise any forward-looking statement as a result of new
information, future events or other information. In light of these
risks, results could differ materially from those stated, implied
or inferred from the forward-looking statements contained in this
announcement.
This announcement may contain references to Shell’s website.
These references are for the readers’ convenience only. Shell is
not incorporating by reference any information posted on
www.shell.com.
We may have used certain terms, such as resources, in this
announcement that the United States Securities and Exchange
Commission (SEC) strictly prohibits us from including in our
filings with the SEC. Investors are urged to consider closely
the disclosure in our Form 20-F, File No 1-32575, available on the
SEC website www.sec.gov.
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information required to be disclosed under the laws of a Member
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