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ROYAL DUTCH SHELL PLC - Shell’s offer for BG: second supplementary prospectus

PR Newswire

London, February 5

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. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS. INVESTORS SHOULD NOT PURCHASE OR SUBSCRIBE FOR ANY SHARES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE ORIGINAL PROSPECTUS (AS DEFINED BELOW), AS SUPPLEMENTED BY THE FIRST SUPPLEMENTARY PROSPECTUS (AS DEFINED BELOW) AND THE SECOND SUPPLEMENTARY PROSPECTUS (AS DEFINED BELOW) WHICH IS BEING PUBLISHED TODAY. COPIES OF THE SECOND SUPPLEMENTARY PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE OF SHELL AND IN ELECTRONIC FORM AT WWW.SHELL.COM, SUBJECT TO CERTAIN ACCESS RESTRICTIONS APPLICABLE TO PERSONS RESIDENT OUTSIDE THE UK.

For immediate release 

Shell’s recommended cash and share offer for BG Group plc: publication of a second supplementary prospectus

The Hague, February 5, 2016 – As envisaged in the expected timetable of principal events which is set out in the prospectus published by Royal Dutch Shell plc (“Shell”) on December 22, 2015 (the “Original Prospectus”) in relation to the proposed issue of new Shell shares in connection with the recommended cash and share offer (the “Combination”) by Shell for BG Group plc (“BG”), as supplemented by a supplementary prospectus published on January 20, 2015 (the “First Supplementary Prospectus”), Shell published its fourth quarter and full year 2015 unaudited results on February 4, 2016 and BG published its fourth quarter and full year 2015 unaudited results on February 5, 2016 (together, the “Results”).

Shell announces that the UK Listing Authority has approved a supplementary prospectus in relation to the Results dated February 5, 2016 (the “Second Supplementary Prospectus”).

Enquiries

Shell Media Relations

International: +44 207 934 5550

Americas: +1 713 241 4544

Shell Investor Relations

Europe: +31 70 377 4540

North America: +1 832 337 2034

Cautionary note

This announcement is for information purposes only. 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 recommended Combination of Shell and BG 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. Investors should not make any investment decision except on the basis of information in the Original Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus. Copies of the Original Prospectus, the First Supplementary Prospectus and the Second Supplementary Prospectus are available from the registered office of Shell and in electronic form at www.shell.com, subject to certain access restrictions applicable to persons resident outside the UK.

In accordance with Rule 26.1 of the Code, a copy of this announcement is also available on the website of Shell at: www.shell.com. For the avoidance of doubt, the contents of the website referred to in this announcement are not incorporated into and do not form part of this announcement.

The Combination will be made solely by means of the scheme document published by BG on December 22, 2015 which contains the full terms and conditions of the Combination including details of how BG shareholders may vote in respect of the proposed Combination.

The release, presentation, publication or distribution of this announcement in 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. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction.

This announcement does not constitute a prospectus or prospectus equivalent document.

Notice to BG shareholders resident in France

A copy of the Second Supplementary Prospectus approved by the UK Listing Authority and the certificate of approval have been or will be served on the Autorité des marches financiers (“AMF”). A copy of the French translation of the amendments to the summary of the Original Prospectus, as supplemented by the First Supplementary Prospectus, has been or will be made available free of charge at www.shell.com.

Notice to BG shareholders resident in India

The information contained in this announcement is directed to each BG shareholder and does not constitute an offer or invitation or solicitation of an offer to the public or to any person or class of investors resident in India.