28 Jan 2016 14:15
Not for release, publication or distribution, in whole or in part, in or into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdictioN
For immediate release
28 January 2016
Results of Court Meeting and BG General Meeting
BG announces that at the Court Meeting and the BG General Meeting held earlier today in connection with the recommended cash and share offer made by Royal Dutch Shell plc ("Shell") to acquire the entire issued and to be issued share capital of the Company (the "Combination") to be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme"), BG Shareholders voted to:
- approve the Scheme at the Court Meeting; and
- pass the Special Resolution to implement the Scheme, including amendments to the BG Articles, at the BG General Meeting.
Details of the resolutions passed are set out in the notices of the Court Meeting and BG General Meeting contained in the scheme document published on 22 December 2015 in relation to the Combination (the "Scheme Document").
Voting results of the Court Meeting
The table below sets out the results of the poll at the Court Meeting. Each Scheme Shareholder, present in person or by proxy, was entitled to one vote per Scheme Share held at the Voting Record Time.
Results of Court Meeting | No. of Scheme Shares voted | % of Scheme Shares voted | No. of Scheme Shareholders who voted | % of Scheme Shareholders who voted | No. of Scheme Shares voted as a % of issued ordinary share capital |
FOR | 2,082,190,671 | 99.53 | 53,838 | 87.32 | 60.92 |
AGAINST | 9,839,787 | 0.47 | 7,820 | 12.68 | 0.29 |
TOTAL | 2,092,030,458 |
| 61,658 |
| 61.21 |
Voting results of the BG General Meeting
The table below sets out the results of the poll at the BG General Meeting. Each BG Shareholder, present in person or by proxy, was entitled to one vote per BG Share held at the Voting Record Time.
| FOR* | AGAINST | TOTAL | WITHHELD** | ||
Special Resolution | No. of Votes | % Votes | No. of Votes | % Votes | No. of Votes | No. of Votes |
Approval of the implementation of the Scheme, including amendments to the BG Articles | 2,081,924,659 | 99.55 | 9,360,565 | 0.45 | 2,091,285,224 | 5,131,084 |
The total number of BG Shares in issue at the Voting Record Time was 3,622,568,678 of which 204,570,932 were treasury shares, which do not have voting rights. Consequently, the total voting rights in BG at the Voting Record Time were 3,417,997,746.
* Includes discretionary votes
** A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the Special Resolution.
Effective Date and Timetable
As Shell has announced, Shell Shareholders passed a resolution to approve the Combination at the Shell General Meeting held yesterday. Following today's approval of the Scheme and the Special Resolution by BG Shareholders, completion of the Combination remains subject to the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing, which is expected to be held on 11 February 2016. Subject to the Scheme receiving the sanction of the Court on that date, the Scheme is expected to become effective on 15 February 2016.
The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 17 and 18 of the Scheme Document.
A copy of the Special Resolution passed at the BG General Meeting will shortly be submitted to the National Storage Mechanism and will be available for inspection at www.morningstar.co.uk/uk/NSM.
Capitalised terms used but not otherwise defined in this announcement have the meanings given to them in the Scheme Document.
In accordance with Rule 26.1 of the City Code on Takeovers and Mergers, a copy of this announcement will be available on the website of BG at www.bg-group.com by no later than 12.00 p.m. (UK time) on the business day following this announcement.
Notes to Editors:
About BG:
BG (LSE: BG.L) is a world leader in natural gas, with a broad portfolio of business interests focused on exploration and production and liquefied natural gas. Active in more than 20 countries on five continents, BG combines a deep understanding of gas markets with a proven track record in finding and commercialising reserves.
BG 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
Contact:
Media
Lachlan Johnston +44 (0) 118 929 2942 lachlan.johnston@bg-group.com
Toby Bates +44 (0) 118 929 2246 toby.bates@bg-group.com
Kim Blomley +44 (0) 118 938 6568 kim.blomley@bg-group.com
Out of Hours Media Mobile +44 (0) 7917 185 707
Investors
Mark Lidiard +44 (0) 118 929 2079 mark.lidiard@bg-group.com
Siobhán Andrews +44 (0) 118 929 3171 siobhan.andrews@bg-group.com
Ian Wood +44 (0) 118 929 3829 ian.wood@bg-group.com
Investor Relations +44 (0) 118 929 3025 invrel@bg-group.com
Social media channels:
Flickr flickr.com/bggroup
Twitter twitter.com/BGGroup
You Tube youtube.com/bggroupofficial
There are matters set out within this announcement that are forward-looking statements. Such statements are only predictions, and actual events or results may differ materially. For a discussion of important factors which could cause actual results to differ from these forward-looking statements, refer to BG's 2015 Second Quarter & Full Year Results and BG's Annual Report and Accounts for the year ended 31 December 2014. BG does not undertake any obligation to update publicly, or revise, forward-looking statements, whether as a result of new information, future events or otherwise, except to the extent legally required.
Further 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 Combination or otherwise nor shall there be any sale, issuance or transfer of securities of Shell or BG pursuant to the Combination in any jurisdiction in contravention of applicable laws. The Combination will be implemented solely pursuant to the terms of the Scheme Document, which contains the full terms and conditions of the Combination, including details of how to vote in respect of the Combination. Any decision in respect of, or other response to, the Combination should be made only on the basis of the information contained in the Scheme Document.
This announcement does not constitute a prospectus or prospectus equivalent document.
Overseas jurisdictions
BG Shareholders resident in Australia, Bolivia, Brazil, Brunei, the People's Republic of China, Egypt, Equatorial Guinea, Hong Kong, India, Ireland, Israel, Italy, the Republic of Kazakhstan, Kenya, Malaysia, New Zealand, Nigeria, Qatar, South Korea, Thailand, Ukraine or the United Arab Emirates should carefully read the relevant information set out in Part VIII of the Scheme Document.
The release, publication or distribution of this announcement in, into or from 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. In particular, the ability of persons who are not resident in the United Kingdom to vote at the Court Meeting or the BG General Meeting, or to execute and deliver Forms of Proxy appointing another to vote at the Court Meeting or the BG General Meeting on their behalf, may be affected by the laws of the relevant jurisdictions in which they are located. This announcement has been prepared for the purpose of complying with English law and the City Code and the information disclosed 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.
Unless otherwise determined by Shell or required by the City Code, and permitted by applicable law and regulation, the Combination will not be made available, directly or indirectly, in, into or from a Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. Accordingly, copies of this announcement, the Scheme Document and the other documents in relation to the Combination are not being, and must not be, directly or indirectly, mailed or otherwise forwarded, distributed or sent in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction and persons receiving this announcement or such documents (including custodians, nominees and trustees) must not mail or otherwise forward, distribute or send them in or into or from any Restricted Jurisdiction where to do so would violate the laws in that jurisdiction. If the Combination is implemented by way of an Offer (unless otherwise permitted by applicable law and regulation), the Offer may not be made directly or indirectly, in or into, or by the use of mails or any means or instrumentality (including, but not limited to, facsimile, e-mail or other electronic transmission, telex or telephone) of interstate or foreign commerce of, or of any facility of a national, state or other securities exchange of any Restricted Jurisdiction and the Offer may not be capable of acceptance by any such use, means, instrumentality or facilities.
The availability of New Shell Shares under the Combination to BG Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Shell may determine in its sole discretion that no New Shell Shares shall be allotted and issued to any such Scheme Shareholder. In such a case, Shell shall pay to such Scheme Shareholder an amount in cash equal to the cash value of their entitlement to New Shell Shares, calculated based on the opening price of a Shell B Share on the London Stock Exchange on the day of LSE Admission. In particular, New Shell Shares shall not be allotted and issued to Scheme Shareholders resident in Barbados, the Dubai International Financial Centre, Hong Kong, Malaysia, Oman, Saudi Arabia, Singapore or Trinidad and Tobago. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements.
Additional US information
The Combination relates to the shares of a UK company and is subject to UK procedural and disclosure requirements that are different from those of the US. Any financial statements or other financial information included in this announcement may have been prepared in accordance with non-US accounting standards that may not be comparable with the financial statements of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the US. It may be difficult for holders of BG Shares, BG ADRs, Shell Shares or Shell ADSs located in the United States to enforce their rights and any claims they may have arising under the US federal securities laws in connection with the Combination, since Shell and BG are located in a country other than the US, and some or all of their officers and directors may be residents of countries other than the United States. Holders of BG Shares, BG ADRs, Shell Shares or Shell ADSs located in the United States may not be able to sue Shell, BG or their respective officers or directors in a non-US court for violations of US securities laws. Further, it may be difficult to compel Shell, BG and their respective affiliates to subject themselves to the jurisdiction or judgment of a US court, particularly, in the case of Shell, as the Shell Articles of Association generally require that all disputes between Shell Shareholders in such capacity and Shell (or Shell Directors and former Shell Directors) be exclusively resolved by arbitration in The Hague, the Netherlands, under the Rules of Arbitration of the International Chamber of Commerce or, if (for any reason) the arbitration provisions in the Shell Articles of Association are determined to be invalid or unenforceable or in the case of a derivative claim under the applicable law, be brought only in the courts of England and Wales (and pursuant to the Shell A Deposit Agreement or the Shell B Deposit Agreement (as applicable), each holder of Shell ADSs is bound by the arbitration and exclusive jurisdiction provisions of the Shell Articles of Association as if that holder were a Shell Shareholder).
Investors should be aware that Shell may purchase or arrange to purchase BG Shares otherwise than under any takeover offer or scheme of arrangement related to the Combination, such as in open market or privately negotiated purchases.
The Combination is to be implemented by a scheme of arrangement provided for under English company law. As such, the New Shell Shares have not been and will not be registered under the US Securities Act and the New Shell Shares are to be issued in reliance upon the exemption from the registration requirements of the US Securities Act, provided by Section 3(a)(10) thereof and exemptions from registration and qualification under applicable state securities laws and are not subject to the proxy solicitation or tender offer rules under the US Exchange Act. BG Shareholders and BG ADR Holders (whether or not US persons (as defined in the US Securities Act)) who are or will be affiliates of Shell or BG prior to, or of Shell after, the Combination becomes effective will be subject to certain US transfer restrictions relating to the New Shell Shares received pursuant to the Combination.
None of the securities issuable in connection with the Combination have been approved or disapproved by the SEC, any state securities commission in the United States or any other US regulatory authority, nor have such authorities passed upon or determined the fairness or merits of such securities or upon the adequacy or accuracy of this announcement or the Scheme Document. Any representation to the contrary is a criminal offence in the United States.
Disclosure requirements of the City Code
Under Rule 8.3(a) of the City Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified.
An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th Business Day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th Business Day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a dealing disclosure.
Under Rule 8.3(b) of the City Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A dealing disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A dealing disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the Business Day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and dealing disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and dealing disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a dealing disclosure.