All conditions to the public exchange offer for Royal Dutch and the scheme of arrangement of Shell Transport (LSE: SHEL) have now been satisfied or waived and the unification will
proceed with trading in Royal Dutch Shell shares and ADRs beginning today.
The order of the High Court of Justice in England and Wales sanctioning
the Scheme was registered by the Registrar of Companies in England and Wales
As announced yesterday, at the close of the acceptance period of the
Royal Dutch Offer, Royal Dutch shareholders had tendered 1,897,638,608
ordinary shares in the share capital of Royal Dutch ('Royal Dutch Shares'),
representing 91.69% of all issued and outstanding Royal Dutch Shares. Royal
Dutch Shell exercised its right to waive down the minimum percentage of Royal
Dutch Shares that must have been submitted for exchange from 95% to 75% (as
announced on 8 July 2005).
Jeroen van der Veer, Chief Executive, said today: "We are now one
company. The shares will trade today. Royal Dutch Shell moves forward."
Subsequent Offer Acceptance Period
As announced yesterday, Royal Dutch Shell advises that a subsequent offer
acceptance period will begin today, 20 July 2005 and will expire at 3:00 p.m.
Amsterdam time on 9 August 2005 (the 'Subsequent Offer Acceptance Period').
During this period, holders of Royal Dutch Shares will be permitted - subject
to the terms of the Royal Dutch Offer documents - to tender any remaining
Royal Dutch Shares.
The Subsequent Offer Acceptance Period is not an extension of the Royal
Dutch Offer and it will not affect the timing of the acceptance and delivery
of Royal Dutch Shares previously tendered and accepted for exchange in the
Royal Dutch Offer. During the Subsequent Offer Acceptance Period there will
be no withdrawal rights either for Royal Dutch Shares tendered for exchange
in the Royal Dutch Offer or for those tendered during the subsequent offer
acceptance period. Royal Dutch Shell will promptly accept for exchange any
Royal Dutch Shares tendered during the Subsequent Offer Acceptance Period at
the same exchange ratio as in the Royal Dutch Offer period (that is, two
Royal Dutch Shell Class A ordinary shares for every Royal Dutch Share held in
bearer or Hague registry form tendered and one Royal Dutch Shell Class A ADR
(representing two Royal Dutch Shell Class A Shares) for every Royal Dutch
Share held in New York registry form tendered).
Remaining Royal Dutch Shares
Royal Dutch Shell reserves the right to use any legally permitted method
to obtain 100% of the Royal Dutch Shares. This could include a squeeze out
procedure, engaging in one or more corporate restructuring transactions, such
as a merger, liquidation, transfer of assets or conversion of Royal Dutch
into another form or corporate entity, or changing the Royal Dutch articles
of association to alter the corporate or capital structure in a manner
beneficial to Royal Dutch Shell. Further, Royal Dutch Shell could engage in
one or more transactions with minority holders of Royal Dutch Shares which
may include public or private exchanges, tender offers or purchases for
consideration consisting of Royal Dutch Shell Shares, other securities or
Delivery of the Royal Dutch Shell "A" shares and ADRs to those holders of
Royal Dutch Shares who accepted the Royal Dutch Offer prior to its the expiry
is expected to occur no later than 25 July 2005. However, as per usual
practice, trading in Royal Dutch Shell "A" shares and ADRs can begin today.
The Royal Dutch Shell "B" shares and ADRs issued pursuant to the Scheme
will be credited to shareholder accounts today and trading in Royal Dutch
Shell "B" shares and ADRs can begin today.
Useful information on the Royal Dutch Shell "A" and "B" Shares can be
found in the table below:
Royal Dutch Shell Royal Dutch Shell
"A" shares "B" shares
London Stock Exchange RDSA RDSB
Euronext Amsterdam ticker RDSA RDSB
ISIN GB00B03MLX29 GB00B03MM408
CUSIP G7690A100 G7690A118
SEDOL - London B03MLX2 B03MM40
SEDOL - Euronext B09CBL4 B09CBN6
Useful information on the Royal Dutch Shell "A" and "B" ADRs can be found
in the table below:
Royal Dutch Shell Royal Dutch Shell
"A" ADRs "B" ADRs
New York Stock Exchange RDS.A RDS.B
ISIN US7802592060 US7802591070
CUSIP 780259206 780259107
SEDOL B03MM62 B03MM73
Further details on the manner of settlement of Royal Dutch Shell shares
can be found in the Royal Dutch Offer and Scheme documents dated 19 May 2005.
This announcement is made pursuant to article 9b paragraph 1 of the 1995
Decree on the Supervision of Securities Trade.
Holders of ordinary shares of Royal Dutch are urged to carefully review
the registration statement on Form F-4 (including the prospectus) and other
documents relating to the Royal Dutch Offer that have been filed with, or
furnished to, the US Securities and Exchange Commission (the 'SEC') by Royal
Dutch Shell and the related solicitation/recommendation statement on Schedule
14D-9 that has been filed with the SEC by Royal Dutch and, as the case may
be, the Royal Dutch Offer document and the prospectus which have been filed
with, or furnished to, Euronext Amsterdam N.V. and the Dutch Authority for
the Financial Markets by Royal Dutch Shell, regarding the Royal Dutch Offer,
because each of these documents will contain important information relating
to the Royal Dutch Offer. A free copy of any of these documents filed with
the SEC (once filed) and other documents made public or filed with, or
furnished to, the SEC by Royal Dutch Shell, Royal Dutch and Shell Transport
can be obtained at the SEC's website at www.sec.gov. These documents may also
be obtained free of charge at the Royal Dutch Shell website at
www.shell.com/unification or free of charge by contacting Investor Relations,
Shell International B.V., FSK, PO Box 162, 2501 AN The Hague, The Netherlands.
The Royal Dutch Offer and the Scheme are not being and will not be made,
directly or indirectly, in or into or by the use of the mails or any other
means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or internet) of interstate or foreign commerce
of, or any such facilities of a national securities exchange of, Japan, and
are not and will not be capable of acceptance by any such use, means,
instrumentality or facilities from or within Japan. The Royal Dutch Offer and
the Scheme are not being made to residents of Japan or in Japan. This
announcement and other documents related to the transaction must not be
electronically provided to, nor accessed by, residents of Japan or persons
who are in Japan. Copies of this announcement and any other documents related
to the transaction are not being, and must not be, mailed or otherwise
distributed or sent to any person or company in or from Japan. Persons
receiving this announcement (including custodians, nominees and trustees) or
other documents related to the transaction must not distribute or send them
to any person or company in or from Japan.
The Royal Dutch Offer and the Scheme have not been notified to the
Commissione Nazionale per le Societa e la Borsa pursuant to applicable
Italian securities laws and implementing regulations. Absent such
notification, no public offer can be carried out in the Republic of Italy.
Consequently, this announcement and other documents relating to the
transaction have not been, and cannot be, disclosed to any Italian residents
or person or entity in the Republic of Italy and no other form of
solicitation has been and can be, carried out in the Republic of Italy. This
announcement and any document relating to the transaction may not be mailed,
distributed, disseminated or otherwise disclosed to any Italian residents or
persons or entities in the Republic of Italy.
The Royal Dutch Offer is not to be made in New Zealand and may not be
accepted by persons in New Zealand except as set out below. No prospectus has
been registered with the New Zealand Registrar of Companies in accordance
with the Securities Act 1978 (New Zealand) (the 'New Zealand Securities
Act'). Accordingly, neither the Royal Dutch Offer documents nor any other
offering materials or advertisement in relation to the Royal Dutch Offer may
be received by a person in New Zealand nor may Royal Dutch Shell shares be
offered directly or indirectly in New Zealand except in circumstances where
there is no contravention of the New Zealand Securities Act (or any statutory
modification or re-enactment of, or statutory substitution for, the New
Zealand Securities Act).
The distribution of this announcement in jurisdictions other than The
Netherlands, England or the US may be affected by the laws of the relevant
jurisdiction. Interested persons should inform themselves about and observe
all applicable requirements. Any failure to comply with these restrictions
may constitute a violation of the securities laws of any such jurisdiction.
All investment is subject to risk. The value of the Royal Dutch Shell
shares may go down as well as up. Past performance is no guarantee for future
returns. Investors are advised to seek expert financial advice before making
any decisions as regards the proposals, including the Royal Dutch Offer
referred to in this announcement.