21st Dec 2005 14:45
21 December 2005Announcement by Royal Dutch Shell plc ('Royal Dutch Shell')Restructuring of Royal Dutch Shell subsidiaries, including the merger of RoyalDutch Petroleum Company ('Royal Dutch') and Shell Petroleum N.V. ('SPNV'),completedSummaryRoyal Dutch Shell is pleased to announce today the completion of therestructuring of certain of its subsidiaries, including the merger of RoyalDutch and SPNV. This follows the Royal Dutch Extraordinary General Meeting heldon 16th December at which Royal Dutch shareholders voted in favour of therestructuring.Payments pursuant to the mergerAs a result of the merger of Royal Dutch and SPNV, former minority shareholdersin Royal Dutch will be paid ¢â€š¬52.21 per Royal Dutch share held. This will bepaid to Hague registered and bearer shareholders in euro.Holders of New York Registered Shares will receive $61.8585 for each RoyalDutch share held. This is the U.S. dollar equivalent of ¢â€š¬52.21 based on thenoon Federal Reserve Bank of New York buying rate for euro on 20th Decemberwhich was ¢â€š¬1:$1.1848.Payment will be made by SPNV today and will be received by the former minorityshareholders in Royal Dutch in accordance with normal arrangements. The totalcash consideration amounts to approximately ¢â€š¬1.5 billion (approximately $1.8billion at current exchange rates).Eligible UK resident shareholders who made a valid election will receive loannotes with an aggregate nominal value calculated on the basis of ‚£35.30 foreach Royal Dutch share held. ‚£35.30 is the sterling equivalent of ¢â€š¬52.21,rounded down to the nearest penny, based on the Reuters 3000 Xtra euro sterlingspot rate (calculated as the average of the bid and ask quotations) at or about11 pm (London time) on 20th December, which was ¢â€š¬1:‚£0.67625. Loan notes areexchangeable into not more than two Royal Dutch Shell `A' shares for each RoyalDutch share formerly held. Royal Dutch Shell intends (but is not obliged) toexchange the loan notes for newly issued `A' shares in Royal Dutch Shell on thefirst exchange date, which is 6 January 2006. Statements of entitlement to loannotes will be issued today.Enquiries:MediaUK/USA/International:+44 20 7934 6238+44 20 7934 5963+44 20 7934 3505Netherlands:+31 70 377 8750Institutional InvestorsUK/Europe:Ingrid Turley +44 20 7934 2224USA:Harold Hatchett +1 212 218 3112The exchangeable loan notes, and the Royal Dutch Shell shares for which theymay be exchanged, will only be available to eligible UK resident shareholderswho elected and provided appropriate representations. The loan notes and theRoyal Dutch Shell Class A ordinary shares into which they are exchangeable havenot been offered to US persons and have not been and will not be registeredunder the U.S. Securities Act of 1933, as amended (the "Securities Act"), andmay not be reoffered, resold or otherwise transferred in the United States orto U.S. persons unless an exemption from the registration requirements of theSecurities Act is available.ENDROYAL DUTCH SHELL PLCRelated Shares:
RDSA.LRDSB.L