BG Energy Capital plc announces Consent Solicitations in respect of
its outstanding Notes
THIS
ANNOUNCEMENT RELATES TO THE DISCLOSURE OF INFORMATION THAT
QUALIFIED OR MAY HAVE QUALIFIED AS INSIDE INFORMATION
WITHIN THE MEANING OF ARTICLE
7(1) OF THE MARKET ABUSE
REGULATION (EU) 596/2014 AS IT FORMS PART OF
UNITED
KINGDOM
DOMESTIC LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL)
ACT 2018 (AS
AMENDED).
FOR DISTRIBUTION ONLY OUTSIDE THE UNITED
STATES TO PERSONS OTHER THAN "U.S. PERSONS" (AS DEFINED IN
REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS
AMENDED (THE
“SECURITIES
ACT”)). NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN OR
INTO, OR TO ANY PERSON LOCATED OR
RESIDENT IN, ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE
THIS ANNOUNCEMENT (SEE
"SOLICITATION AND DISTRIBUTION RESTRICTIONS"
BELOW).
BG Energy Capital plc announces Consent
Solicitations in respect of its outstanding Notes
28 November 2022. BG Energy Capital plc (the
“Issuer”) announces today separate invitations
(each such invitation, a “Consent Solicitation”)
to eligible holders of each series of its outstanding notes
described in the table below (each a “Series”, and
together the “Notes”), to consent to, among other
things, certain modifications to the terms and conditions (the
“Conditions”) of, and the trust deed (the
“Trust Deed”) and the agency agreement (the
“Agency Agreement”) for, the relevant Series to
provide for (i) the substitution of Shell plc
(“Shell”) in place of the Existing Guarantor (as
defined below) as guarantor in respect of the relevant Series; (ii)
the appointment of Deutsche Trustee Company Limited (the
“Successor Trustee”) as successor trustee in
respect of the relevant Series; (iii) the alignment of certain
provisions of the Trust Deed for, and the Conditions of, the
relevant Series with the equivalent provisions included in the
documentation relating to debt securities issued under Shell’s
current multi-currency debt securities programme; and (iv) certain
consequential modifications to the applicable Trust Deed, the
applicable Agency Agreement and the applicable global bearer note
for the relevant Series in relation to items (i) to (iii)
above.
This announcement does not contain the full
terms and conditions of the Consent Solicitations, which are
contained in the Consent Solicitation Memorandum dated 28 November
2022 (the “Consent Solicitation Memorandum”)
prepared by the Issuer, and this announcement should be read in
conjunction with the Consent Solicitation Memorandum. Capitalised
terms used but not otherwise defined in this announcement have the
meanings given in the Consent Solicitation Memorandum.
Subject to the restrictions described under
“Solicitation and Distribution Restrictions” below, Eligible
Noteholders (as defined below) may obtain a copy of the Consent
Solicitation Memorandum from the Tabulation Agent, the contact
details for which are set out below. In order to receive a copy of
the Consent Solicitation Memorandum, a holder of any Notes will be
required to provide confirmation as to his or her status as an
Eligible Noteholder. Eligible Noteholders are advised to read
carefully the Consent Solicitation Memorandum.
Details of the
Notes
|
ISIN / Common Code |
Outstanding Principal
Amount |
£750,000,000 5.125 per cent. Fixed Rate Notes due 1
December 2025 |
XS0564485273 / 056448527 |
£750,000,000 |
€800,000,000 2.250 per cent. Fixed Rate Notes due 21
November 2029 |
XS1140054526 / 114005452 |
€800,000,000 |
€100,000,000 3.500 per
cent. Fixed Rate Notes due 17 October 2033 |
XS0982777657 / 098277765 |
€100,000,000 |
£750,000,000 5.000 per cent. Fixed Rate Notes due 4
November 2036 |
XS0702029132 / 070202913 |
£750,000,000 |
Background to, and
rationale for, the Consent
Solicitations
In the first
quarter of 2016, Shell completed the acquisition of BG Group plc
(the “Acquisition”). The Issuer and BG Energy
Holdings Limited, the existing guarantor of the Notes (the
“Existing Guarantor), were wholly owned, indirect
subsidiaries of BG Group plc, and following the Acquisition the
Issuer and the Existing Guarantor became wholly owned subsidiaries
of Shell.
Pursuant to the
Consent Solicitations, the Issuer, the Existing Guarantor and Shell
are seeking to substitute Shell in place of the Existing Guarantor
as guarantor in respect of each Series of the Notes, and to
simplify Shell’s funding structure by aligning certain provisions
in the Conditions and the Trust Deed of each Series of Notes with
the equivalent provisions included in the documentation relating to
debt securities issued under the current multi-currency debt
securities programme of Shell and Shell International Finance B.V.
(“Shell’s Programme”).
In addition, the
Existing Trustee has given notice to the Issuer and the Existing
Guarantor pursuant to the relevant Trust Deed of its intention to
retire as Trustee for the holders of each Series of the Notes.
Accordingly, pursuant to the Consent Solicitations, the Issuer is
also seeking the Noteholders’ approval of the appointment of the
Successor Trustee as successor trustee in respect of each Series of
the Notes.
Proposed Amendments
The Issuer and the Existing Guarantor are
convening separate meetings to be held via teleconference (the
“Meetings”) of the holders of
each Series (together the “Noteholders”) for the
approval by Eligible Noteholders of such Series, by a separate
extraordinary resolution (each an “Extraordinary
Resolution”) of such Series, of the Proposed Amendments
(as defined below), as further set out in the notice convening the
Meetings published by the Issuer and the Existing Guarantor on the
date of this announcement (the “Notice”).
The purpose of each Consent Solicitation is to
invite Eligible Noteholders of each Series to consider and, if
thought fit, pass a separate Extraordinary Resolution of the
relevant Series which will, among other things, approve
modifications to the Conditions, the Trust Deed and the Agency
Agreement relating to the relevant Series to provide for:
(a) the
substitution of Shell in place of the Existing Guarantor as
guarantor in respect of the relevant Series;
(b) the
appointment of the Successor Trustee as successor trustee in
respect of the relevant Series, in place of, and following the
notice of resignation of, Royal Bank of Canada Trust Corporation
Limited (the “Existing Trustee”) as existing
trustee in respect of the relevant Series;
(c) the
amendment of the following provisions of the Conditions to align
such provisions with the equivalent provisions included in the
terms and conditions of debt securities issued under Shell’s
Programme:
(i) the
deletion of, in the case of the 2036 Notes, Condition 4 (Negative
Pledge) or, in the case of each other Series, Condition 5 (Negative
Pledge); and
(ii) the
alignment of the events of default in, in the case of the 2036
Notes, Condition 12 (Events of Default) or, in the case of each
other Series, Condition 13 (Events of Default), with the events of
default under Shell’s Programme;
(d) certain
amendments to the covenants in Clause 7 of the applicable Trust
Deed, including:
(i) an
amendment to Clause 7.1.4 such that the current requirement that
the Issuer and the Guarantor send to the Trustee copies of “every
balance sheet, profit and loss account, report, circular and notice
of general meeting and every other document issued or sent to its
shareholders together with any of the foregoing (in the case of the
Guarantor, the contents of which are material to the interests of
the Noteholders)” instead refers to “its external shareholders
(excluding the Guarantor or any of the Guarantor’s
Subsidiaries)”;
(ii) an
amendment to Clause 7.1.5 such that the current requirement that
the Issuer and the Guarantor notify the Trustee “of the coming into
existence of any security interest which would require any security
to be given to any Series of the Notes pursuant to Condition 5
(Negative Pledge)” be deleted (on the basis that the negative
pledge provision will no longer be included in the applicable
Conditions); and
(iii) the
deletion of Clauses 7.1.20 and 7.1.21, which require that the
Guarantor give the Trustee periodic certificates listing, or
notifying the Trustee of changes to, the Guarantor’s current
‘Material Subsidiaries’, ‘Project Finance Companies’ and ‘Wholly
Owned Subsidiaries’ (on the basis that such terms will no longer
otherwise be used in the applicable Conditions or the applicable
Trust Deed), and the provision of a waiver of any technical
historic breaches of such requirements by the Existing Guarantor
(and of any potential consequences arising from any such historic
breach); and
(e) certain
consequential modifications to the applicable Trust Deed, the
applicable Agency Agreement and the applicable global bearer note
currently representing the relevant Series arising from the
foregoing,
(together the “Proposed
Amendments”).
Each Consent Solicitation commences on the date
of the Consent Solicitation Memorandum and expires at 4.00 p.m.
(London time) on 15 December 2022 (such time and date with respect
to each Series, as the same may be extended, the
“Expiration
Deadline”).
All Consent Instructions from Eligible Noteholders wishing to vote
in respect of the relevant Extraordinary Resolution must be
received by the Tabulation Agent by the Expiration Deadline.
Further information in relation to the Consent
Solicitations, including the Proposed Amendments and the manner in
which the Proposed Amendments will be implemented, and the
procedures for participating in the Consent Solicitations and at
the Meetings, is set out in the Consent Solicitation
Memorandum.
No consent or participation fee will be
payable in connection with the Consent Solicitations.
Eligible
Noteholders
The Consent Solicitations are only being made,
and the Consent Solicitation Memorandum and any other documents or
materials relating to the Consent Solicitations are only for
distribution or to be made available, to each Noteholder who is (a)
located and resident outside the United States and not a U.S.
person (as defined in Regulation S under the Securities Act), (b)
not a retail investor (as defined below) and, if applicable and
acting on a non-discretionary basis, who is acting on behalf of a
beneficial owner that is not a retail investor, and (c) otherwise a
person to whom the relevant Consent Solicitation can be lawfully
made and that may lawfully participate in the relevant Consent
Solicitation (each an “Eligible
Noteholder”).
For these purposes, a “retail
investor” means a person who is one (or more) of: (i) a
retail client, as defined in point (8) of Article 2 of Regulation
(EU) No 2017/565 as it forms part of United Kingdom domestic law by
virtue of the European Union (Withdrawal) Act 2018, as amended (the
“EUWA”), or (ii) a customer within the meaning of
the provisions of the Financial Services and Markets Act 2000 (as
amended, the “FSMA”) and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that
customer would not qualify as a professional client, as defined in
point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it
forms part of United Kingdom domestic law by virtue of the
EUWA.
Meetings
At each Meeting, Noteholders will be invited to
consider and, if thought fit, vote in favour of the Extraordinary
Resolution relating to the relevant Series, as more fully described
in the Consent Solicitation Memorandum and the Notice.
The implementation
of each Consent Solicitation and the related Extraordinary
Resolution will be conditional on:
(a) the
passing of the relevant Extraordinary Resolution;
(b) the
Issuer not having previously terminated the relevant Consent
Solicitation in accordance with the provisions for such termination
set out in the Consent Solicitation Memorandum;
(c) the
quorum required for, and the requisite majority of votes cast at,
the relevant Meeting being satisfied by Eligible Noteholders,
irrespective of any participation at the relevant Meeting by
Ineligible Noteholders (and would also have been so satisfied if
any Ineligible Noteholders who provide confirmation only of their
status as Ineligible Noteholders and waive their right to attend
(via teleconference) and vote (or be represented (via
teleconference)) at the relevant Meeting had actually participated
at such Meeting), including, if applicable, the satisfaction of
such condition at an adjourned Meeting as described in the Consent
Solicitation Memorandum (the “Eligibility
Condition”); and
(d) the
passing of the relevant Extraordinary Resolution for each other
Series and the Issuer not having previously terminated the Consent
Solicitation relating to each such other Series in accordance with
the provisions for such termination set out in the Consent
Solicitation Memorandum (the “Resolution
Inter-conditionality”),
(together, the
“Consent Conditions”).
Although the
Resolution Inter-conditionality contemplates that any Extraordinary
Resolution passed at the relevant Meeting will not be implemented
if (i) the relevant Extraordinary Resolution in respect of each
other Series is not also passed and/or (ii) the Issuer has
terminated the Consent Solicitation relating to any such other
Series, the Issuer reserves the right, in its sole discretion, to
waive the Resolution Inter-conditionality in relation to any Series
and (if the other Consent Conditions relating to such Series are
satisfied) to implement the relevant Extraordinary Resolution.
Timetable
The indicative
timetable is summarised below:
Event |
Indicative
Timetable |
Announcement of
Consent Solicitations and publication of Notice convening the
Meetings |
28 November
2022 |
Expiration
Deadline |
4.00 p.m. (London
time) on 15 December 2022 |
Meetings |
From 10.00 a.m.
(London time) on 20 December 2022 |
Announcement of
results of Meetings and satisfaction (or, where applicable, waiver)
of Consent Conditions |
As soon as
reasonably practicable after the Meetings |
Execution and
delivery of the applicable Supplemental Trust and Agency Deed and
the applicable Amended and Restated Final Terms for each
Series |
The relevant
Implementation Date, which is expected to occur on or shortly after
the date of the Meetings at which the Extraordinary Resolutions are
passed and the other Consent Conditions are satisfied (or, where
applicable, waived) |
The above dates and
times are subject to the rights of the Issuer (where applicable) to
extend, waive any condition of, amend and/or terminate any Consent
Solicitation (other than the terms of the relevant Extraordinary
Resolution) as described in the Consent Solicitation Memorandum and
the passing of each Extraordinary Resolution (and satisfaction (or,
where applicable, waiver) of the other Consent Conditions) at the
initial Meeting for the relevant Series. Accordingly, the actual
timetable may differ significantly from the timetable above.
Noteholders are
advised to check with any bank, custodian, securities broker or
other intermediary through which they hold their Notes when such
intermediary would need to receive instructions from a Noteholder
in order for such Noteholder to participate in, or (in the
circumstances in which revocation is permitted) to validly revoke
their instruction to participate in, the relevant Consent
Solicitation(s) and/or the relevant Meeting(s) by the deadlines
specified above. The deadlines set by any such intermediary and
each Clearing System for the submission and (where permitted)
revocation of Consent Instructions will be earlier than the
relevant deadlines above.
Further
details on the Consent Solicitations
can be obtained from:
SOLICITATION
AGENTS |
Barclays Bank
PLC 5 The
North
Colonnade Canary
Wharf London E14
4BB United Kingdom
Telephone: +44 20
3134 8515 Attention:
Liability Management
Group Email:
eu.lm@barclays.com |
RBC Europe
Limited 100
Bishopsgate London
EC2N 4AA United
Kingdom Telephone:
+44 20 7029
7420 Attention:
Liability Management
Email:
liability.management@rbccm.com |
Requests for documentation and
information in relation to the procedures for delivering Consent
Instructions should be directed to:
TABULATION AGENT
Kroll Issuer Services
Limited The
Shard 32 London
Bridge Street London
SE1 9SG United
Kingdom
Telephone: +44 20 7704
0880 Attention: Owen
MorrisEmail: shell@is.kroll.comWebsite:
https://deals.is.kroll.com/shell
None of the
Existing Trustee, the Successor Trustee or any of their respective
directors, officers, employees, agents or affiliates has been
involved in the formulation of the Extraordinary Resolutions and
neither the Existing Trustee nor the Successor Trustee expresses
any opinion on the merits of, or makes any representation
whatsoever regarding, any Extraordinary Resolution or makes any
recommendation as to whether Noteholders should participate at the
relevant Meeting(s). None of the Existing Trustee, the Successor
Trustee and the Principal Paying Agent has reviewed this
announcement.
This announcement
is released by BG Energy Capital plc and contains information that
qualified or may have qualified as inside information for the
purposes of Article 7 of the Market Abuse Regulation (EU) 596/2014
as it forms part of United Kingdom domestic law by virtue of the
EUWA (“UK MAR”), encompassing information relating
to the Consent Solicitations described above. For the purposes of
UK MAR and the Implementing Technical Standards, this announcement
is made by Michael Ashworth, Director, BG Energy Capital plc.
LEI Number of BG
Energy Capital plc: S2M8QDKEE05NZN8JD460
DISCLAIMER: This announcement
must be read in conjunction with the Consent Solicitation
Memorandum. This announcement and the Consent Solicitation
Memorandum contain important information which should be read
carefully before any decision is made with respect to any Consent
Solicitation. If any Noteholder is in any doubt as to the action it
should take or is unsure of the impact of the implementation of any
Extraordinary Resolution, it is recommended to seek its own
financial and legal advice, including in respect of any tax
consequences, immediately from its broker, bank manager, solicitor,
accountant or other independent financial, tax or legal adviser.
Any individual or company whose Notes are held on its behalf by a
broker, dealer, bank, custodian, trust company or other nominee or
intermediary must contact such entity if it wishes to participate
in the relevant Consent Solicitation or otherwise participate at
the relevant Meeting. None of the Issuer, the Existing
Guarantor, Shell, the Solicitation Agents, the Tabulation Agent,
the Existing Trustee or the Successor Trustee expresses any opinion
about the terms of any Consent Solicitation or Extraordinary
Resolution or makes any recommendation as to whether Noteholders
should participate in the relevant Consent Solicitation(s) or
otherwise participate at the Meeting(s) applicable to them.
SOLICITATION AND DISTRIBUTION
RESTRICTIONS
Neither this announcement nor the Consent
Solicitation Memorandum constitutes an invitation to participate in
any Consent Solicitation in any jurisdiction in which, or to any
person to whom, it is unlawful to make such invitation or for there
to be such participation under applicable securities laws.
Nothing in this announcement or the Consent
Solicitation Memorandum constitutes or contemplates an offer of, an
offer to purchase or the solicitation of an offer to sell any
security in any jurisdiction and participation in any Consent
Solicitation by a Noteholder in any circumstances in which such
participation is unlawful will not be accepted.
The distribution of this announcement and the
Consent Solicitation Memorandum in certain jurisdictions may be
restricted by law, and persons into whose possession this
announcement and/or the Consent Solicitation Memorandum comes are
required by each of the Issuer, the Existing Guarantor, Shell, the
Solicitation Agents and the Tabulation Agent to inform themselves
about, and to observe, any such restrictions.
United States
The Consent Solicitations are only being made
outside the United States, to persons other than “U.S. persons” (as
defined in Regulation S under the Securities Act). Any purported
participation in any Consent Solicitation resulting directly or
indirectly from a violation of these restrictions will be invalid
and any participation in any Consent Solicitation by a person that
is located or resident in the United States or that is a U.S.
person or by any agent, fiduciary or other intermediary acting on a
non-discretionary basis for a beneficial owner that is giving
instructions from within the United States or that is any U.S.
person will not be accepted.
Neither this announcement nor the Consent
Solicitation Memorandum is an offer of securities for sale in the
United States or to any U.S. person. Securities may not be offered
or sold in the United States absent registration or an exemption
from registration. The Notes (and the applicable guarantee thereof)
have not been, and will not be, registered under the Securities
Act, or the securities laws of any state or other jurisdiction of
the United States, and may not be offered or sold in the United
States or to, or for the account or benefit of, U.S. persons,
unless an exemption from the registration requirements of the
Securities Act is available.
Each Noteholder participating in any Consent
Solicitation will represent that it is not a U.S. person (as
defined in Regulation S under the Securities Act), and is not
acting for the account or benefit of any U.S. person, and that it
is not located or resident in the United States.
For the purpose of this announcement and the
Consent Solicitation Memorandum, United States
means the United States of America, its territories and possessions
(including Puerto Rico, the U.S. Virgin Islands, Guam, American
Samoa, Wake Island and the Northern Mariana Islands), any state of
the United States of America and the District of Columbia.
European Economic Area and United
Kingdom
The Consent Solicitations are not being made to
any “retail investor” (as defined above). Each Noteholder
participating in any Consent Solicitation will represent that it is
an Eligible Noteholder, thereby confirming, inter alia, that it is
not a retail investor.
UK MiFIR
professionals/ECPs-only –
Manufacturer target market (UK MiFIR
product governance) is eligible counterparties and
professional clients only (all distribution channels).
CAUTIONARY NOTE AND
FORWARD-LOOKING STATEMENTS
Cautionary Note
The companies in which Shell plc directly and
indirectly owns investments are separate legal entities. In this
announcement, the Consent Solicitation Memorandum and the Notice
(including the documents incorporated by reference therein),
“Shell”, “Shell Group” and “Group” are sometimes used for
convenience where references are made to Shell plc and its
subsidiaries in general. Likewise, the words “we”, “us” and “our”
are also used to refer to Shell plc and its subsidiaries in general
or to those who work for them. These terms are also used where no
useful purpose is served by identifying the particular entity or
entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell
companies” as used in this announcement, the Consent Solicitation
Memorandum and the Notice (including the documents incorporated by
reference therein) refer to entities over which Shell plc either
directly or indirectly has control. Entities and unincorporated
arrangements over which Shell has joint control are generally
referred to as “joint ventures” and “joint operations”,
respectively. “Joint ventures” and “joint operations” are
collectively referred to as “joint arrangements”. Entities over
which Shell has significant influence but neither control nor joint
control are referred to as “associates”. The term “Shell interest”
is used for convenience to indicate the direct and/or indirect
ownership interest held by Shell in an entity or unincorporated
joint arrangement, after exclusion of all third-party interest.
Forward-Looking Statements
This announcement, the Consent Solicitation
Memorandum and the Notice (including the documents incorporated by
reference therein) contain forward-looking statements (within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995) concerning the financial condition, results of operations and
businesses of Shell. All statements other than statements of
historical fact are, or may be deemed to be, forward-looking
statements. Forward-looking statements are statements of future
expectations that are based on management’s current expectations
and assumptions and involve known and unknown risks and
uncertainties that could cause actual results, performance or
events to differ materially from those expressed or implied in
these statements. Forward-looking statements include, among other
things, statements concerning the potential exposure of Shell to
market risks and statements expressing management’s expectations,
beliefs, estimates, forecasts, projections and assumptions. These
forward-looking statements are identified by their use of terms and
phrases such as “aim”, “ambition”, ‘‘anticipate’’, ‘‘believe’’,
‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘goals’’, ‘‘intend’’,
‘‘may’’, “milestones”, ‘‘objectives’’, ‘‘outlook’’, ‘‘plan’’,
‘‘probably’’, ‘‘project’’, ‘‘risks’’, “schedule”, ‘‘seek’’,
‘‘should’’, ‘‘target’’, ‘‘will’’ and similar terms and phrases.
There are a number of factors that could affect the future
operations of Shell and could cause those results to differ
materially from those expressed in the forward-looking statements
included in this announcement, the Consent Solicitation Memorandum
and the Notice (including the documents incorporated by reference
therein), including (without limitation): (a) price fluctuations in
crude oil and natural gas; (b) changes in demand for Shell’s
products; (c) currency fluctuations; (d) drilling and production
results; (e) reserves estimates; (f) loss of market share and
industry competition; (g) environmental and physical risks; (h)
risks associated with the identification of suitable potential
acquisition properties and targets, and successful negotiation and
completion of such transactions; (i) the risk of doing business in
developing countries and countries subject to international
sanctions; (j) legislative, judicial, fiscal and regulatory
developments including regulatory measures addressing climate
change; (k) economic and financial market conditions in various
countries and regions; (l) political risks, including the risks of
expropriation and renegotiation of the terms of contracts with
governmental entities, delays or advancements in the approval of
projects and delays in the reimbursement for shared costs; (m)
risks associated with the impact of pandemics, such as the COVID-19
(coronavirus) outbreak; and (n) changes in trading conditions. No
assurance is provided that future dividend payments will match or
exceed previous dividend payments. All forward-looking statements
contained in this announcement, the Consent Solicitation Memorandum
and the Notice (including the documents incorporated by reference
therein) are expressly qualified in their entirety by the
cautionary statements contained or referred to in this section.
Readers should not place undue reliance on forward-looking
statements. Additional risk factors that may affect future results
are contained in Shell plc’s Form 20-F for the year ended 31
December 2021 (available at www.shell.com/investor and
www.sec.gov). These risk factors also expressly qualify all
forward-looking statements contained in this announcement, the
Consent Solicitation Memorandum and the Notice (including the
documents incorporated by reference therein) and should be
considered by Noteholders. Each forward-looking statement speaks
only as of the date of this announcement, the Consent Solicitation
Memorandum and the Notice, 28 November 2022 (or, as applicable, the
date of the relevant document incorporated by reference therein).
Neither Shell plc nor any of its subsidiaries undertake any
obligation to publicly update or revise any forward-looking
statement as a result of new information, future events or other
information. In light of these risks, results could differ
materially from those stated, implied or inferred from the
forward-looking statements contained in this announcement, the
Consent Solicitation Memorandum and the Notice (including the
documents incorporated by reference therein).
The contents of websites referred to in this
announcement, the Consent Solicitation Memorandum and the Notice
(including the documents incorporated by reference therein) do not
form part of this announcement, the Consent Solicitation Memorandum
or the Notice, other than as explicitly set out in the Consent
Solicitation Memorandum and the Notice.
This announcement, the Consent Solicitation
Memorandum and the Notice (including the documents incorporated by
reference therein) may use certain terms, such as resources, that
the United States Securities and Exchange Commission (SEC) strictly
prohibits Shell from including in its filings with the SEC.
Investors are urged to consider closely the disclosure in Shell’s
Form 20-F, File No 1-32575, available on the SEC website
www.sec.gov.
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