THE HAGUE, December 14, 2015 /PRNewswire/ —
In advance of completion of its recommended combination with BG Group, Shell (NYSE: RDS.A) (NYSE: RDS.B) today announced further details of the proposed operational and administrative restructuring under consideration. Shell expects the restructuring will be required to achieve the expected benefits of the recommended combination, including previously disclosed and reported-on pre-tax synergies of $3.5 billion (subject to the bases of belief, principal assumptions and sources of information set out in the Appendix to the announcement made by Shell on 3 November 2015 providing investors with a strategic update).
Shell’s expectation is that BG’s business would be integrated into Shell’s businesses. As part of that, Shell proposes that office consolidation will be undertaken where practical in certain locations around the world. With regards to office footprint rationalisation in the UK, Shell will, following deal completion, undertake a comprehensive review during the course of 2016.
Shell currently expects an overall potential reduction of approximately 2,800 roles globally across the combined group, or approximately 3% of the total combined group workforce. These reductions are in addition to the previously announced plans to reduce Shell’s headcount and contractor positions by 7,500 globally.
The proposed changes are subject to deal completion, engagement with affected employees and relevant employee representatives. Further detailed work will be undertaken on the details of the proposed operational and administrative restructuring as part of ongoing integration planning. The deal remains on track for completion in early 2016.
This announcement is not intended to and does not constitute or form part of any offer to sell or subscribe for or any invitation to purchase or subscribe for any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Shell-BG combination or otherwise, nor shall there be any sale, issuance or transfer of securities of Shell or BG pursuant to the Shell-BG combination in any jurisdiction in contravention of applicable laws.
This announcement does not constitute a prospectus or prospectus equivalent document.
The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about, and observe, any applicable requirements. The information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside the United Kingdom.
No profit forecast
Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. For the purposes of Rule 28 of the City Code on Takeovers and Mergers (“Code”), the quantified financial benefits statement contained in this announcement is the responsibility of Shell and the Shell directors. Neither this statement nor any other statement in this announcement should be construed as a profit forecast or interpreted to mean that the combined group’s earnings in the first full year following implementation of the Combination, or in any subsequent period, would necessarily match or be greater than or be less than those of Shell or BG for the relevant preceding financial period or any other period. The bases of belief, principal assumptions and sources of information in respect of the quantified financial benefits statement, as well as the reports provided for the purposes of Rule 28 of the Takeover Code by Deloitte LLP as reporting accountant and Bank of America Merrill Lynch as financial adviser, are set out in Shell’s management day announcement on 3 November 2015.