RDSA.L Regulatory News (RDSA)

Not for release, publication or distribution, in whole or in part, in, Into OR FROM any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdictioN

For immediate release

22 December 2015

Recommended Cash and Share Offer

by

Royal Dutch Shell plc

for

BG Group plc

Publication of Scheme Document

On 8 April 2015, the boards of directors of Royal Dutch Shell plc ("Shell") and BG Group plc ("BG") announced that they had reached agreement on the terms of a recommended cash and share offer to be made by Shell for the entire issued and to be issued share capital of BG (the "Combination"). It is intended that the Combination will be implemented by way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act (the "Scheme").

The BG Board is pleased to announce that, following satisfaction of the final Pre-Condition to the Combination on 14 December 2015, the scheme document in relation to the Combination (the "Scheme Document"), which sets out, amongst other things, a letter from the Chairman of BG, the full terms and conditions of the Scheme, an explanatory statement pursuant to section 897 of the Companies Act, an indicative timetable of principal events, notices of the required meetings and details of the action to be taken by BG Shareholders, has been published on the BG website at www.bg-group.com.

Together with the Scheme Document, Forms of Proxy, a Form of Election, a Royal Dutch Shell Nominee Opt-Out Form and a Shareholder Guide, which provides guidance on how to complete the forms and answers to questions that BG Shareholders may have in connection with the Combination, have also been published on the BG website at www.bg-group.com. Hard copies of certain of these documents will be posted to BG Shareholders as soon as practicable.

BG Shareholders will also be able to inspect a prospectus issued by Shell in relation to the New Shell Shares to be allotted and issued to them pursuant to the Combination, for which Shell and the Shell Directors are responsible (the "Shell Prospectus"). The Shell Prospectus will shortly be available, subject to certain restrictions, on the website of Shell at www.shell.com.

All of the documents will also be available on the National Storage Mechanism at www.morningstar.co.uk/uk/NSM shortly.

The BG Board, which has been so advised by Goldman Sachs International, Robey Warshaw LLP and N M Rothschild & Sons Limited as to the financial terms of the Combination, considers the terms of the Combination to be fair and reasonable. In providing their advice to the BG Board, Goldman Sachs International, Robey Warshaw LLP and N M Rothschild & Sons Limited have taken into account the commercial assessments of the BG Board.

The BG Board considers the Combination to be in the best interests of the BG Shareholders taken as a whole. Accordingly, the BG Board unanimously recommends that BG Shareholders vote or procure votes in favour of the Scheme at the Court Meeting and in favour of the Special Resolution relating to the Combination to be proposed at the BG General Meeting, as the BG Directors have irrevocably undertaken to do in respect of their own beneficial holdings.

Notices of the Court Meeting and General Meeting

As described in the Scheme Document, to become effective the Scheme will require, amongst other things, the approval of BG Shareholders at the Court Meeting, the passing of the Special Resolution at the BG General Meeting and the subsequent sanction of the Court. The Scheme is also subject to the satisfaction or waiver of the Conditions and further terms that are set out in the Scheme Document.

The Court Meeting and the BG General Meeting, which will both be held at ExCel London, One Western Gateway, Royal Victoria Dock, London, E16 1XL, are scheduled to be held at 11.00 a.m. and 11.10 a.m. respectively on 28 January 2016.

It is important that, for the Court Meeting, as many votes as possible are cast so that the Court may be satisfied that there is a fair and reasonable representation of the opinion of BG Shareholders. BG Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy (once received), or deliver their voting instructions by one of the other methods described in the Scheme Document, as soon as possible.

Timetable

The Scheme Document contains an expected timetable of principal events relating to the Scheme, which is also attached as an Appendix to this announcement. Subject to the approval of BG Shareholders, Shell Shareholders and the Court, and to the satisfaction of the other Conditions, the Scheme is expected to become effective on 15 February 2016.

As set out in the Scheme Document, Helge Lund and Simon Lowth will resign from their BG directorships with immediate effect from the Effective Date and their employment will terminate on the day immediately following the Effective Date.

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 noon (London time) on the business day following this announcement.

Full details of the Combination are set out in the Scheme Document. Capitalised terms used but not defined in this announcement have the meanings set out in the Scheme Document.

Notes to Editors:

About BG Group:

BG Group plc (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 Group combines a deep understanding of gas markets with a proven track record in finding and commercialising reserves.

BG Group 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 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 Group's Annual Report and Accounts for the year ended 31 December 2014. BG Group 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.

Important notices relating to financial advisers

Goldman Sachs International, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting for BG and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone (whether or not a recipient of this announcement) other than BG for providing the protections afforded to its clients, or for giving advice in connection with the Combination or any matter referred to herein.

Robey Warshaw LLP, which is authorised and regulated by the FCA in the UK, is acting as financial adviser exclusively for BG and no one else in connection with the matters referred to in this announcement and will not regard any other person as its client in relation to the matters referred to in this announcement and will not be responsible to anyone (whether or not a recipient of this announcement) other than BG for providing the protections afforded to its clients, or for providing advice in relation to the Combination or any matter referred to herein.

N M Rothschild & Sons Limited, which is authorised by the Prudential Regulation Authority and regulated by the FCA and the Prudential Regulation Authority in the UK, is acting for BG and no one else in connection with the matters referred to in this announcement and will not be responsible to anyone (whether or not a recipient of this announcement) other than BG for providing the protections afforded to its clients, or for giving advice in connection with the Combination or any matter referred to herein.

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.

Appendix

All times shown are UK times unless otherwise stated. All dates and times are based on BG's and Shell's current expectations and are subject to change. If any of the dates and/or times in this expected timetable change, the revised dates and/or times will be notified to BG Shareholders by announcement through the Regulatory Information Service of the London Stock Exchange, with such announcement being made available on BG's and Shell's websites at www.bg-group.com and www.shell.com, respectively. 

Notes:

(1) The BLUE Form of Proxy for the Court Meeting, if not lodged by the time stated above, may be handed to a representative of Equiniti, or the Chairman of the Court Meeting, before the start of the Court Meeting. However, in order to be valid, the WHITE Form of Proxy must be received by Equiniti no later than 11.10 a.m. (UK time) on 26 January 2016 (or, if the BG General Meeting is adjourned, 48 hours (excluding non-working days) before the time fixed for the adjourned meeting).

(2) Only those BG ADR Holders who hold BG ADRs at 6.00 p.m. (New York time) on 31 December 2015 (or in the case of a postponement or adjournment of the BG Shareholder Meetings, such later time or date as may be announced), will be entitled to instruct the BG Depositary to exercise voting rights in respect of the BG Shares represented by their BG ADRs at the BG Shareholder Meetings.

(3) Only those BG Shareholders registered on the register of members of BG, and those persons who own BG Shares pursuant to a BG Share Plan, at 6.00 p.m. on 26 January 2016 (or in the case of a postponement or adjournment of the BG Shareholder Meetings, at 6.00 p.m. on the day which is two days (excluding non-working days) before the date set for the postponed or adjourned BG Shareholder Meetings) will be entitled to vote at the BG Shareholder Meetings.

(4) The Shell General Meeting is required to be held as the Combination constitutes a "Class 1" transaction for Shell under the Listing Rules, requiring Shell Shareholder approval.

(5) To commence at 11.10 a.m. or, if later, immediately after the conclusion or adjournment of the Court Meeting.

(6) These times and dates are indicative only and will depend on, among other things, the dates on which: (i) the Conditions are satisfied or (where applicable) waived; (ii) the Court sanctions the Scheme; and (iii) a copy of the Court Order is delivered to the Registrar of Companies. If the expected date of the Court Hearing is changed, BG will give notice of the changes by issuing an announcement through a Regulatory Information Service.

(7) This is the latest date on which the Scheme may become effective unless BG and Shell agree, and (if required) the Court and the Panel allow, a later date.

#ENDS#