BG-Shell combination: final clearance in Australia

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For immediate release

3 December 2015

BG-Shell recommended combination receives final regulatory clearance in Australia

BG Group plc ("BG Group" or the "Company") today confirms that the recommended cash and share offer for the Company to be made by Royal Dutch Shell ("Shell") has received approval from the Australian Treasurer through the Foreign Investment Review Board. This follows the unconditional approval by the Australian Competition and Consumer Commission ("ACCC") on 19 November 2015 and completes the regulatory review process in Australia.

The approval is one of the five regulatory clearances that are pre-conditions to the combination and this is the fourth pre-condition to be satisfied, following the previously announced clearances in Brazil and the EU, and the ACCC's approval. The final remaining pre-conditional clearance is from China's Ministry of Commerce.

The proposed transaction will also require support from both BG Group and Shell shareholders. 

The pre-conditions and conditions to the combination are set out in the announcement of the proposed offer released on 8 April 2015.

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In accordance with Rule 26.1 of the Code, a copy of this announcement will be available on the website of BG at www.bg-group.com by no later than 12 noon (London time) on the business day following this announcement.

Notes to Editors:

About BG Group:

BG Group plc (LSE: BG.L) has a broad portfolio of business interests focused on oil and gas exploration and production and liquefied natural gas. Active in more than 20 countries on five continents, BG Group combines a deep understanding of gas markets with a proven track record in finding and commercialising reserves.

BG Group trades in the US in the form of ADRs ("American Depositary Receipts") on the OTCQX International Premier market under the symbol (OTCQX:BRGYY).

For further information visit: www.bg-group.com

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Additional information

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 proposed Shell-BG combination or otherwise, nor shall there be any sale, issuance or transfer of securities of Shell or BG pursuant to the proposed Shell-BG combination in any jurisdiction in contravention of applicable laws.

This announcement does not constitute a prospectus or prospectus equivalent document.

Overseas jurisdictions

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 in this announcement 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.