10th Aug 2005 06:00
10 August 2005Joint Announcement by Royal Dutch Shell plc ('Royal Dutch Shell') and N.V.Koninklijke Nederlandsche Petroleum Maatschappij ('Royal Dutch')Result of subsequent offer acceptance period and commencement of buy backprogrammeRoyal Dutch Shell announces that at the close of the subsequent offeracceptance period in respect of the offer by Royal Dutch Shell to exchangeRoyal Dutch Shell shares or ADRs for all outstanding Royal Dutch shares (`RoyalDutch Offer') at 3:00 p.m. Amsterdam time on 9 August 2005, Royal Dutchshareholders had tendered 2,042,543,273 ordinary shares in the share capital ofRoyal Dutch, representing 98.70% of all issued and outstanding ordinary sharesin the capital of Royal Dutch (`Royal Dutch Shares'). This includes all sharesaccepted for exchange in the initial offer period and 147,886,953 Royal DutchShares tendered (7.15% of all issued and outstanding Royal Dutch Shares) in thesubsequent offer acceptance period. These figures include 7,033,283 New YorkRegistered Shares tendered pursuant to notice of guaranteed delivery during thesubsequent offer acceptance period.Buy backsWith the end of the subsequent offer acceptance period, Royal Dutch Shell willcommence its buy back programme, effective 10 August 2005, continuing thecommitments previously made by Royal Dutch and The "Shell" Transport andTrading Company, p.l.c. (`Shell Transport'). Given strong cash generation forthe first half of 2005, buy backs are expected to be at the upper end of the$3-$5 billion guidance for 2005. Approximately $0.5 billion in share buy backshave been completed already in 2005 prior to the commencement of the RoyalDutch Offer.As announced on 19 May 2005, Royal Dutch Shell expects to buy back A shares inpreference to B shares, considering, amongst other factors, the prevailingmarket price and relative tax treatment of A shares and B shares.Remaining Royal Dutch SharesRoyal Dutch Shell reserves the right to use any legally permitted method toobtain 100% of the Royal Dutch Shares. This could include a squeeze outprocedure, engaging in one or more corporate restructuring transactions, suchas a merger, liquidation, transfer of assets or conversion of Royal Dutch intoanother form or corporate entity, or changing the Royal Dutch articles ofassociation to alter the corporate or capital structure in a manner beneficialto Royal Dutch Shell. Further, Royal Dutch Shell could engage in one or moretransactions with minority holders of Royal Dutch Shares which may includepublic or private exchanges, tender offers or purchases for considerationconsisting of Royal Dutch Shell Shares, other securities or cash.It is expected that an announcement relating to how Royal Dutch Shell mayobtain 100% of the Royal Dutch Shares will be made within the third quarter of2005.DelistingAs announced on 2 August 2005, following the achievement of an acceptance levelin the Royal Dutch Offer in excess of the 95% required to de-list from EuronextAmsterdam, Royal Dutch Shell requested that Royal Dutch seek de-listing fromEuronext Amsterdam. A request from Royal Dutch to de-list has subsequently beenapproved by Euronext Amsterdam, and the last day of trading of Royal DutchShares on Euronext Amsterdam will be 30 September 2005.Royal Dutch Shell also requested that Royal Dutch seek de-listing from the NewYork Stock Exchange. In accordance with New York Stock Exchange procedures,Royal Dutch has furnished the New York Stock Exchange with a copy of a boardresolution in respect of de-listing. Royal Dutch expects to file an applicationwith the US Securities and Exchange Commission to withdraw the Royal DutchShares from listing on the New York Stock Exchange, as required by USSecurities Laws, in the near future.Following de-listing on Euronext Amsterdam and the New York Stock Exchange nostock exchange will list Royal Dutch Shares. While Royal Dutch Shares couldcontinue to be traded in the over-the-counter market and price quotations couldbe reported, there can be no assurance that such an over-the-counter marketwill develop. The extent of the public market for Royal Dutch Shares and theavailability of such quotations would depend upon such factors as the number ofholders remaining at such time, the interest on the part of securities firms inmaintaining a market in Royal Dutch Shares, and the possible termination ofregistration of Royal Dutch Shares under the US Securities Exchange Act of1934, which would adversely affect the amount of publicly available informationwith respect to Royal Dutch.This announcement is made pursuant to article 9b paragraph 1 of the 1995 Decreeon the Supervision of Securities Trade.Enquiries:MediaUK/USA/International:Stuart Bruseth +44 20 7934 6238Andy Corrigan +44 20 7934 5963Simon Buerk +44 20 7934 3453Bianca Ruakere +44 20 7934 4323Lisa Givert +44 20 7934 2914Susan Shannon +44 20 7934 3277Bernadette Cunnane +44 20 7934 2713Netherlands:Henk Bonder +31 70 377 8750Institutional InvestorsUK:Ingrid Turley +44 20 7934 2224Europe:Edzard van Loon +31 70 377 4539USA:Harold Hatchett +1 212 218 3112Private Investor Call CentresUK Call Centre: Freephone 0800 169 1679 (+44 1903 276323 from outside theUK) Monday to Friday 8:30 a.m. to 5:30 p.m., London timeUS Call Centres:Holders of Royal Dutch New York Registered Shares: Within the US call toll free(877) 278 4235, outside of the US call +1 212 440 9800 Monday to Friday 9.00a.m. to 11.00 p.m., New York timeHolders of Shell Transport ADRs: Within the US call toll free (877) 278 6357,outside of the US call +1 212 440 9800 Monday to Friday 9.00 a.m. to 11.00p.m., New York timeLegal noticesHolders of ordinary shares of Royal Dutch are urged to carefully review theregistration statement on Form F-4 (including the prospectus) and otherdocuments relating to the Royal Dutch Offer that have been filed with, orfurnished to, the US Securities and Exchange Commission (the 'SEC') by RoyalDutch Shell and the related solicitation/recommendation statement on Schedule14D-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 theFinancial Markets by Royal Dutch Shell, regarding the Royal Dutch Offer,because each of these documents will contain important information relating tothe 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 obtainedat the SEC's website at www.sec.gov. These documents may also be obtained, freeof charge at the Royal Dutch Shell website at www.shell.com/unification or freeof charge by contacting Investor Relations, Shell International B.V., FSK, POBox 162, 2501 AN The Hague, The Netherlands.The distribution of this announcement in jurisdictions other than TheNetherlands, England or the US may be affected by the laws of the relevantjurisdiction. Interested persons should inform themselves about and observe allapplicable requirements. Any failure to comply with these restrictions mayconstitute a violation of the securities laws of any such jurisdiction.All investment is subject to risk. The value of the Royal Dutch Shell sharesmay go down as well as up. Past performance is no guarantee for future returns.Investors are advised to seek expert financial advice before making anydecisions as regards the proposals, including the Royal Dutch Offer referred toin this announcement.ENDROYAL DUTCH SHELL PLCRelated Shares:
RDSA.LRDSB.L