Recommended Cash and Share Offer for BG Group plc by Royal Dutch Shell plc
Feb 15, 2016
Royal Dutch Shell plc (“Shell”) is pleased to announce that the Scheme has become effective and that the entire issued ordinary share capital of BG Group plc (“BG”) is now owned by Shell. This follows the Court’s sanction of the Scheme at a hearing held on February 11, 2016 and the delivery of the Court Order to the Registrar of Companies today, February 15, 2016.
Webcasts
Video message from Ben van Beurden, Chief Executive Officer of Royal Dutch Shell plc, on the publication of the Prospectus.
Shell’s recommended cash and share offer for BG Group plc
Publication of circular and prospectus
Video message Shell CEO Ben van Beurden
Hello, I am Ben van Beurden, the CEO of Royal Dutch Shell.
We have filed the prospectus today for the recommended combination with BG, which will be followed by a shareholder vote in a few weeks time.
The Board has recommended this transaction.
This is an important moment for Shell.
Our industry has entered what could be a prolonged oil price downturn.
We are confident that the financial strength of the group will be further improved by this transaction, enhancing free cash flow and capacity for dividends and investment for shareholders.
The result will be a more competitive and stronger company for both sets of shareholders in today's volatile oil price world.
Together with BG, we will accelerate the delivery of our strategy, particularly in deep water and LNG.
This creates a strong platform to refocus the company, to become more competitive, more resilient to oil price volatility, and enhance our returns to shareholders.
At the same time, Shell is pulling all levers to manage through the difficult current oil price downturn.
This means lower operating costs and capital spending in 2015, and lower again in 2016.
This is to improve Shell's cash cover of capex, interest and dividends in any reasonably expected oil price despite the downturn and is all part of our plans to create a simpler and more competitive Shell.
Overall, these are challenging times for the industry, and we are responding with urgency and determination, but also with a great sense of excitement for the future.
Thank you.
- 22 Dec 2015 - Video message from Ben van Beurden, Chief Executive Officer of Royal Dutch Shell plc, on the publication of the Prospectus
- 8 Apr 2015 - Archived webcast (09.00 BST, 10.00 CEST, 06.00 EDT)
- 8 Apr 2015 - Archived webcast (15.00 BST, 16.00 CEST, 10.00 EDT)
- 8 Apr 2015 - Analyst presentation
- 8 Apr 2015 - Analyst presentation transcript
Related announcements
- 15 Feb 2016 - Scheme of Arrangement becomes effective
- 11 Feb 2016 - Court sanctions Scheme of Arrangement
- 05 Feb 2016 - Shell's recommended cash and share offer for BG Group plc: publication of a second supplementary prospectus
- 27 Jan 2016 - Shell shareholders vote in favour of the recommended combination between Shell and BG
- 20 Jan 2016 - Shell’s recommended cash and share offer for BG Group plc: publication of supplementary prospectus
- 22 Dec 2015 - Publication of the Prospectus
- 21 Dec 2015 - Update on the recommended combination between Royal Dutch Shell plc and BG Group plc
- 14 Dec 2015 - Shell updates on its intentions for the combined Shell-BG group
- 14 Dec 2015 - Shell-BG recommended combination receives unconditional Chinese antitrust clearance. Pre-conditional approval process now complete.
- 3 Dec 2015 - Shell-BG recommended combination receives final Australian regulatory clearance
- 19 Nov 2015 - Shell-BG recommended combination receives Australian antitrust clearance
- 03 Nov 2015 - Management Day November 2015 strategy release
- 02 Sep 2015 - Shell-BG recommended combination receives EU antitrust clearance
- 24 Jul 2015 - Shell-BG recommended combination receives Brazilian antitrust clearance
- 22 Jun 2015 Royal Dutch Shell plc - Rule 2.10 Announcement - Issuance of New Shares
- 16 Jun 2015 - Shell-BG recommended combination clears US antitrust hurdle
- 13 May 2015 Royal Dutch Shell plc - Joint Defense Agreement on Shell and BG websites
- 01 May 2015 Royal Dutch Shell plc - New Bridge Credit Facility
- 8 Apr 2015 - Recommended Cash and Share Offer Announcement
Memorandum and articles of association
Translations of documents for securities law purposes
- Extracts from the Prospectus translated into Italian
- Extracts from the Prospectus translated into German
- Extracts from the Prospectus translated into French
- Extracts from the Prospectus translated into Greek
- Extracts from the Prospectus translated into Spanish
- Extracts from the Supplementary prospectus dated 20 January 2016 translated into Italian
- Extracts from the Supplementary prospectus dated 20 January 2016 translated into German
- Extracts from the Supplementary prospectus dated 20 January 2016 translated into Spanish
- Extracts from the Supplementary prospectus dated 20 January 2016 translated into French
- Extracts from the Supplementary prospectus dated 20 January 2016 translated into Greek
- Extracts from the Supplementary prospectus dated 5 February 2016 translated into Italian
- Extracts from the Supplementary prospectus dated 5 February 2016 translated into German
- Extracts from the Supplementary prospectus dated 5 February 2016 translated into Spanish
- Extracts from the Supplementary prospectus dated 5 February 2016 translated into French
- Extracts from the Supplementary prospectus dated 5 February 2016 translated into Greek
Financial information
- Royal Dutch Shell plc’s annual report and audited accounts for the year ended 31 December 2014
- Royal Dutch Shell plc’s annual report and audited accounts for the year ended 31 December 2013
- Royal Dutch Shell plc’s annual report and audited accounts for the year ended 31 December 2012
- Royal Dutch Shell plc’s interim results announcement for the three months ended 30 September 2015
- Royal Dutch Shell plc’s interim results announcement for the three months ended 30 June 2015
- Royal Dutch Shell plc’s interim results announcement for the three months ended 31 March 2015
- BG Group plc’s annual report and audited accounts for the year ended 31 December 2014
- BG Group plc’s annual report and audited accounts for the year ended 31 December 2013
- BG Group plc’s annual report and audited accounts for the year ended 31 December 2012
- BG Group plc’s interim results announcement for the three months ended 30 September 2015
- BG Group plc’s interim results announcement for the three months ended 30 June 2015
- BG Group plc’s interim results announcement for the three months ended 31 March 2015
Irrevocable undertakings from BG Group plc directors
BG shareholder documents
- Shareholder Guide
- Sample Form of Proxy for Court Meeting
- Sample Form of Proxy for General Meeting
- Sample Form of Election [Please note that if you are a BG shareholder resident, located or with a registered address in Italy, you should not access the Form of Election]
- Sample Royal Dutch Shell Nominee Service Opt-Out Form
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