RDSB.L Regulatory News (RDSB)

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

15 February 2016

Scheme of Arrangement becomes effective and results of Mix and Match and Shell A Share Alternative Elections

On 11 February 2016, BG Group plc ("BG" or the "Company") announced that the High Court of Justice in England and Wales had sanctioned the scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme") by which the recommended cash and share offer made by Royal Dutch Shell plc ("Shell") for the entire issued and to be issued share capital of the Company (the "Combination") is being implemented. 

BG today announces that, following the delivery of the Court Order to the Registrar of Companies, the Scheme has now become effective in accordance with its terms and the entire issued and to be issued share capital of BG is now owned by Shell.

Subject to any Mix and Match Election and/or Shell A Share Alternative Election, a Scheme Shareholder on the register at the Scheme Record Time, being 6.00 p.m. (UK time) on 12 February 2016, will receive 383 pence in cash and 0.4454 Shell B Shares for each Scheme Share held. The Consideration will be settled by Shell within 14 days of the date of this announcement, as set out in the scheme document published on 22 December 2015 in relation to the Combination (the "Scheme Document").

Applications have been made to the UK Listing Authority and the London Stock Exchange, in relation to the delisting of BG Shares from the premium listing segment of the Official List and the cancellation of the admission to trading of BG Shares on the London Stock Exchange's main market for listed securities which is expected to take place at 8.00 a.m. (UK time) today, 15 February 2016.

Information regarding the Mix and Match Facility

Scheme Shares representing approximately 17.11 per cent. of the aggregate number of Scheme Shares subject to a Mix and Match Election were also subject to a Shell A Share Alternative Election. Accordingly, the Mix and Match Reference Price is 1468.05915613 pence. 

Share Elections in respect of 379,114,767 Scheme Shares, representing approximately 11.08 per cent. of the aggregate number of Scheme Shares, and Cash Elections in respect of 163,080,849 Scheme Shares, representing approximately 4.77 per cent. of the aggregate number of Scheme Shares, were made by BG Shareholders. The ability to satisfy Cash Elections and Share Elections was dependent on other Scheme Shareholders making equal and opposite elections. 

Scheme Shareholders who made valid Cash Elections have had such elections satisfied in full. In respect of Scheme Shares for which a valid Cash Election has been made, Scheme Shareholders will receive 1036.87354813 pence per Scheme Share. 

Scheme Shareholders who made valid Share Elections have had such elections scaled down on a pro rata basis by approximately 26.56 per cent. In respect of the Scheme Shares for which a valid Share Election has been made and which has been satisfied, Scheme Shareholders will receive 0.7062886695 New Shell Shares per Scheme Share. In respect of the Scheme Shares for which a valid Share Election has been made and which has not been satisfied due to the scale down, Scheme Shareholders will receive the default consideration, which is 383 pence in cash and 0.4454 of a New Shell Share, per Scheme Share.

Scheme Shareholders who did not make valid Cash Elections or Share Elections have not participated in the Mix and Match Facility. In respect of Scheme Shares for which no valid Cash Election or Share Election has been made, Scheme Shareholders will receive the default consideration, which is 383 pence in cash and 0.4454 of a New Shell Share, per Scheme Share.

Settlement

Shell is expected to issue 218,728,308 Shell A Shares and 1,305,076,117 Shell B Shares to Scheme Shareholders at 8.00 a.m. (UK time) today. As described in the Scheme Document, supporting information explaining how this entitlement has been calculated for each BG Shareholder, together with share certificates in relation to the New Shell Shares to be held in certified form, will be sent within 14 days.

Full details of the Combination are set out in the Scheme Document. 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

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 & Half 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.