SHELL PLC
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION
For immediate release
Shell shareholders vote in favour of the recommended combination between Shell
and BG
The Hague, January 27, 2016 - Royal Dutch Shell plc ("Shell") announces the
poll result from today's General Meeting held at the Circustheater,
Circusstraat 4, 2586 CW, The Hague, The Netherlands. Shell shareholders
expressed their support for the recommended combination with BG Group plc
("BG") by carrying the resolution to approve and implement the transaction.
Full details of the resolution passed, together with explanatory notes, are set
out in the Shell shareholder circular dated December 22, 2015 (the "Circular"),
including notice of the General Meeting, which is available at www.shell.com.
The resolution was proposed as an ordinary resolution.
The expected timetable of remaining principal events remains as set out in the
Circular.
Should BG shareholders approve the offer at shareholder meetings to be held on
January 28, 2016, the transaction would be expected to complete on February 15,
2016, subject to the satisfaction or waiver of certain customary conditions,
including the sanction of the scheme of arrangement to implement the
combination by the High Court of Justice.
Commenting on the shareholder vote, Ben van Beurden, CEO of Shell, said:
"I am delighted with the positive shareholder vote and the confidence that
shareholders have shown in the strategic logic of the combination of Shell and
BG. Our immediate focus is on the successful completion of the transaction and
we now await the results of tomorrow's BG shareholder vote."
Results of the Shell General Meeting
RESOLUTION VOTES FOR % VOTES % TOTAL VOTES % OF VOTES
AGAINST ISC WITHHELD
VOTED
To approve the 3,272,360,952 83.08 666,259,619 16.92 3,938,620,571 61.24% 22,241,824
acquisition of BG
Group plc by the
Company , as more
particularly
described in the
Notice of General
Meeting
Please note that votes withheld are not votes under English law and have not
been counted in the calculation of the proportion of the votes 'for' and
'against' the resolution. Pursuant to the Listing Rules, a copy of the
resolution will be submitted to the National Storage Mechanism and will be
available for inspection at: http://www.morningstar.co.uk/uk/nsm.
Shell Shareholders may request a hard copy of this announcement by contacting
Equiniti during business hours on +44 (0)121 415 7073 or by submitting a
request in writing to Equiniti at Aspect House, Spencer Road, Lancing, West
Sussex BN99 6DA.
-END-
Enquiries
Shell Media Relations
International: +44 207 934 5550
Americas: +1 713 241 4544
Shell Investor Relations
Europe: + 31 70 377 4540
North America: +1 832 337 2034
Cautionary note
The companies in which Royal Dutch Shell plc directly and indirectly owns
investments are separate 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 subsidiaries in general or
to those who work for them. These expressions are also used where no useful
purpose is served by identifying the particular company or companies.
"Subsidiaries", "Shell subsidiaries" and "Shell companies" as used in this
announcement refer to companies in which Shell either directly or indirectly
has control, by having either a majority of the voting rights or the right to
exercise a controlling influence. The companies in which Shell has significant
influence but not control are referred to as "associated companies" or
"associates" and companies in which Shell has joint control are referred to as
"jointly controlled entities". In this announcement, associates and jointly
controlled entities are also referred to as "equity-accounted investments". The
term "Shell interest" is used for convenience to indicate the direct and/or
indirect ownership interest held by Shell in a venture, partnership or company,
after exclusion of all third-party interest.
This announcement contains forward looking statements concerning the financial
condition, results of operations and businesses of Shell and the Shell Group.
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 Shell and
the Shell Group 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 "anticipate", "believe", "could", "estimate", "expect", "goals",
"intend", "may", "objectives", "outlook", "plan", "probably", "project",
"risks", "seek", "should", "target", "will" and similar terms and phrases.
There are a number of factors that could affect the future operations of Shell
and the Shell Group 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; and (m) changes in trading conditions. 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 factors that may affect future results are contained in Shell's 20-F
for the year ended December 31, 2014 (available at www.shell.com/investor and
www.sec.gov ). These factors also should be considered by the reader. Each
forward looking statement speaks only as of the date of this announcement,
January 27, 2016. Neither Shell nor any of its subsidiaries nor the Shell Group
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.
ROYAL DUTCH SHELL : Shell shareholders vote in favour of Shell and BG
January 27, 2016 at 12:24 pm
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