2nd Aug 2005 13:10
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ITALY ORJAPAN2 August 2005Joint Announcement by Royal Dutch Shell plc ('Royal Dutch Shell') and N.V.Koninklijke Nederlandsche Petroleum Maatschappij ('Royal Dutch')Royal Dutch Shell acquires over 95% of Royal Dutch SharesRoyal Dutch Shell announces that as of 2 August 2005, Royal Dutch Shell hasacquired 1,966,867,638 ordinary shares in the share capital of Royal Dutch(`Royal Dutch Shares'), representing 95.04% of all issued and outstanding RoyalDutch Shares. This includes those shares accepted for exchange in the initialoffer period and those shares accepted for exchange to date in the subsequentoffer acceptance period. This level exceeds the 95% level at which Royal DutchShell may elect to initiate squeeze out procedures. An acceptance level of atleast 95% is also required by applicable Euronext rules in order to de-listfrom Euronext Amsterdam. Accordingly, Royal Dutch Shell has requested thatRoyal Dutch seek delisting from Euronext Amsterdam. Royal Dutch Shell has alsorequested that Royal Dutch seek delisting from the New York Stock Exchange.The subsequent offer acceptance period remains open and will expire at 3:00p.m. Amsterdam time on 9 August 2005. During this period, holders of RoyalDutch Shares continue to be able - subject to the terms of the Royal DutchOffer documents - to tender any remaining Royal Dutch Shares.The subsequent offer acceptance period is not an extension of the offer byRoyal Dutch Shell to acquire all ordinary shares of Royal Dutch that expired on18 July 2005 (the "Royal Dutch Offer"). During the subsequent offer acceptanceperiod there will be no withdrawal rights for Royal Dutch Shares tendered forexchange. Royal Dutch Shell will promptly accept for exchange any Royal DutchShares tendered during the subsequent offer acceptance period at the sameexchange ratio as in the Royal Dutch Offer period (that is, two Royal DutchShell Class A ordinary shares for every Royal Dutch Share held in bearer orHague registry form tendered and one Royal Dutch Shell Class A ADR(representing two Royal Dutch Shell Class A Shares) for every Royal Dutch Shareheld in New York registry form tendered).Remaining Royal Dutch SharesAs previously announced, if by the end of the subsequent offer acceptanceperiod, Royal Dutch Shell does not hold 100% of Royal Dutch Shares, Royal DutchShell reserves the right to use any legally permitted method to obtain 100% ofthe Royal Dutch Shares. This could include a squeeze out procedure, engaging inone or more corporate restructuring transactions, such as a merger,liquidation, transfer of assets or conversion of Royal Dutch into another formor corporate entity, or changing the Royal Dutch articles of association toalter the corporate or capital structure in a manner beneficial to Royal DutchShell. Further, Royal Dutch Shell could engage in one or more transactions withminority holders of Royal Dutch Shares which may include public or privateexchanges, tender offers or purchases for consideration consisting of RoyalDutch Shell Shares, other securities or cash.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:Herman Kievits +31 70 377 8750Institutional InvestorsUK:David Lawrence +44 20 7934 3855Gerard Paulides +44 20 7934 6287Europe:Bart van der Steenstraten +31 70 377 3996USA: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 reviewthe registration 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 onSchedule 14D-9 that has been filed with the SEC by Royal Dutch and, as the casemay be, the Royal Dutch Offer document and the prospectus which have been filedwith, 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 and the subsequent offer acceptance period. A free copyof any of these documents filed with the SEC (once filed) and other documentsmade public or filed with, or furnished to, the SEC by Royal Dutch Shell, RoyalDutch 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 Shellwebsite at www.shell.com/unification or free of charge by contacting InvestorRelations, Shell International B.V., FSK, PO Box 162, 2501 AN The Hague, TheNetherlands.The Royal Dutch Offer is not being and will not be made, directly orindirectly, in or into or by the use of the mails or any other means orinstrumentality (including, without limitation, facsimile transmission, telex,telephone or internet) of interstate or foreign commerce of, or any suchfacilities of a national securities exchange of, Japan, and is not and will notbe capable of acceptance by any such use, means, instrumentality or facilitiesfrom or within Japan. The Royal Dutch Offer is not being made to residents ofJapan or in Japan. This announcement and other documents related to thetransaction must not be electronically provided to, nor accessed by, residentsof Japan or persons who are in Japan. Copies of this announcement and any otherdocuments related to the transaction are not being, and must not be, mailed orotherwise distributed or sent to any person or company in or from Japan.Persons receiving this announcement (including custodians, nominees andtrustees) or other documents related to the transaction must not distribute orsend them to any person or company in or from Japan.The Royal Dutch Offer has not been notified to the Commissione Nazionale per leSocietƒ e la Borsa pursuant to applicable Italian securities laws andimplementing regulations. Absent such notification, no public offer can becarried out in the Republic of Italy. Consequently, this announcement and otherdocuments relating to the transaction have not been, and cannot be, disclosedto any Italian residents or person or entity in the Republic of Italy and noother form of solicitation has been and can be, carried out in the Republic ofItaly. This announcement and any document relating to the transaction may notbe mailed, distributed, disseminated or otherwise disclosed to any Italianresidents 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 acceptedby persons in New Zealand except as set out below. No prospectus has beenregistered with the New Zealand Registrar of Companies in accordance with theSecurities Act 1978 (New Zealand) (the 'New Zealand Securities Act').Accordingly, neither the Royal Dutch Offer documents nor any other offeringmaterials or advertisement in relation to the Royal Dutch Offer may be receivedby a person in New Zealand nor may Royal Dutch Shell shares be offered directlyor indirectly in New Zealand except in circumstances where there is nocontravention of the New Zealand Securities Act (or any statutory modificationor re-enactment of, or statutory substitution for, the New Zealand SecuritiesAct).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