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 
   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. 
   -- 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 
   -- Current buyback tranche refers to the $1 billion share buybacks announced 
      on 30 January 2020 
   Royal Dutch Shell plc 
   Investor Relations: 
   Europe + 31 (0) 70 377 4540 
   North America +1 832 337 2034 
   International +44 (0) 207 934 5550 
   Americas +1 832 337 4355 
   Cautionary Note 
   The 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 
   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 
   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. 
   LEI number of Royal Dutch Shell plc: 21380068P1DRHMJ8KU70 
   Classification: Additional regulated information required to be 
disclosed under the laws of a Member State 

(END) Dow Jones Newswires

March 23, 2020 03:15 ET (07:15 GMT)

Copyright (c) 2020 Dow Jones & Company, Inc.
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