Royal Dutch Shell plc Rule 19.6(b) Update To Stated Post-offer Intention Statement With Regard To The Combination With Bg Gro...
March 23 2020 - 3:45AM
Dow Jones News
TIDMRDSA TIDMRDSB
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
Enquiries:
Investor Relations:
Europe + 31 (0) 70 377 4540
North America +1 832 337 2034
Media:
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
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.
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 03:30 ET (07:30 GMT)
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