THE HAGUE, February 15, 2016 /PRNewswire/ —
Royal Dutch Shell plc (“Shell”) (NYSE:RDS.A)(NYSE:RDS.B) is pleased to announce that the Scheme has become effective and that the entire issued ordinary share capital of BG Group plc (“BG”) is now owned by Shell. This follows the Court’s sanction of the Scheme at a hearing held on February 11, 2016 and the delivery of the Court Order to the Registrar of Companies today, February 15, 2016.
In accordance with the terms of the Scheme, Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. on February 12, 2016, who made no valid election under the Mix and Match Facility, will receive 0.4454 New Shell Shares and 383 pence in cash for each Scheme Share held.
Further information on the operation of the Scheme, including restrictions on the consideration available to Scheme Shareholders in certain jurisdictions, is set out in Part XI of the scheme document published by BG on December 22, 2015.
Information regarding share capital and voting rights
Shell will, in total, issue 1,523,804,425 New Shell Shares (being 218,728,308 Shell A shares and 1,305,076,117 Shell B shares).
As a result, Shell’s capital will consist of 4,209,649,877 Shell A shares and 3,745,486,731 Shell B shares, each with equal voting rights. Shell holds no ordinary shares in treasury.
The total number of Shell A shares and Shell B shares in issue will be 7,955,136,608 and this figure may be used by shareholders as the denominator for the calculation by which they will determine if they are required to notify their interest in, or a change to their interest in, Shell under the FCA’s Disclosure and Transparency Rules.
Information regarding the Mix and Match Facility
Scheme Shares representing approximately 17.11 per cent of the aggregate number of Scheme Shares subject to a Mix and Match Election were also subject to a Shell A Share Alternative Election. Accordingly, the Mix and Match Reference Price is 1468.05915613 pence.
Share Elections in respect of 379,114,767 Scheme Shares, representing approximately 11.08 per cent of the aggregate number of Scheme Shares, and Cash Elections in respect of 163,080,849 Scheme Shares, representing approximately 4.77 per cent of the aggregate number of Scheme Shares, were made by BG Shareholders. The ability to satisfy Cash Elections and Share Elections was dependent on other Scheme Shareholders making equal and opposite elections.
Scheme Shareholders who made valid Cash Elections have had such elections satisfied in full. In respect of Scheme Shares for which a valid Cash Election has been made, Scheme Shareholders will receive 1036.87354813 pence per Scheme Share.
Scheme Shareholders who made valid Share Elections have had such elections scaled down on a pro rata basis by approximately 26.56 per cent. In respect of the Scheme Shares for which a valid Share Election has been made and which has been satisfied, Scheme Shareholders will receive 0.7062886695 New Shell Shares per Scheme Share. In respect of the Scheme Shares for which a valid Share Election has been made and which has not been satisfied due to the scale down, Scheme Shareholders will receive the default consideration, which is 383 pence in cash and 0.4454 of a New Shell Share, per Scheme Share.
Scheme Shareholders who did not make valid Cash Elections or Share Elections have not participated in the Mix and Match Facility. In respect of Scheme Shares for which no valid Cash
Election or Share Election has been made, Scheme Shareholders will receive the default consideration, which is 383 pence in cash and 0.4454 of a New Shell Share, per Scheme Share.
Information regarding admission and settlement
Admission of the New Shell Shares to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange is expected to occur with effect from 8.00 a.m. (London time) on February 15, 2016.
Settlement of New Shell Shares held through CREST is expected to take place at or soon after 8.00 a.m. (London time) on February 15, 2016. Share certificates in relation to the New Shell Shares to be held in certified form will be despatched within 14 days of this announcement.
Admission of BG Shares to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange is expected to be cancelled with effect from 8.00 a.m. (London time) on February 15, 2016.
Admission of the New Shell Shares to listing by Euronext on Euronext Amsterdam and to trading on Euronext Amsterdam is expected to occur with effect from 9.00 a.m. (Central European time) on February 16, 2016.
It is expected that the New Shell Shares will be capable of being deposited with the Shell ADS depositary in exchange for the corresponding class and amount of Shell ADSs, which may be traded on the New York Stock Exchange from February 16, 2016.
Disclosure of Home Member State
For the purposes of the Transparency Directive, the Home Member State of Shell is the United Kingdom.
Capitalised terms used in this announcement, unless defined herein, have the same meanings as set out in the prospectus published by Shell on December 22, 2015 and the scheme document published by BG on December 22, 2015.
“This is an important moment for Shell,” said Chief Executive Officer Ben van Beurden. “It significantly boosts our reserves and production and will bring a large injection to our cash flow. We have acquired productive oil and gas projects in Brazil and Australia and other key countries. We will now be able to shape a simpler, leaner, more competitive company, focusing on our core expertise in deep water and LNG.”