Royal Dutch Shell plc (“Shell“) (RDS-A)(RDS-B) and BG Group plc (“BG“) announce that, following satisfaction of the final pre-condition to the recommended combination and with the unanimous approval of both boards, BG is today seeking the approval of the High Court to publish its scheme document and convene the related shareholder meetings.
Following High Court approval, the scheme document will be published as soon as practicable, which is currently expected to be on 22 December 2015.
Subject to approval of the UK Listing Authority, the Shell shareholder circular and prospectus are expected to be published at the same time as the scheme document.
Shell and BG shareholder meetings to approve the recommended combination are expected to be convened on 27 and 28 January 2016, respectively. Full details will be included in the shareholder documentation.
A further announcement will be made in due course.
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 Shell-BG combination or otherwise, nor shall there be any sale, issuance or transfer of securities of Shell or BG pursuant to the Shell-BG combination in any jurisdiction in contravention of applicable laws.
This announcement does not constitute a prospectus or prospectus equivalent document.
In accordance with Rule 26.1 of the Code, a copy of this announcement will also be available on the website of Shell at http://www.shell.com and on the website of BG at http://www.bg-group.com by no later than 12 noon (London time) on the business day following this announcement.
For the avoidance of doubt, the contents of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.
The release, 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. 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.