Shell plc
Shell announces commencement of a share
buyback programme
May 2, 2024
Shell plc (the ‘Company’) today announces the
commencement of a $3.5 billion share buyback programme covering an
aggregate contract term of approximately three months (the
‘programme’). The purpose of the programme is to reduce the issued
share capital of the Company. All shares repurchased as part of the
programme will be cancelled. It is intended that, subject to market
conditions, the programme will be completed prior to the Company’s
Q2 2024 results announcement, scheduled for August 1, 2024.
The Company has entered into an arrangement with
a single broker consisting of three irrevocable, non-discretionary
contracts, to enable the purchase of ordinary shares on both London
market exchanges (the London Stock Exchange and/or on BATS and/or
on Chi-X) (pursuant to two ‘London contracts’) and Netherlands
exchanges (Euronext Amsterdam and/or on CBOE Europe DXE and/or on
Turquoise Europe) (pursuant to one ‘Netherlands contract’) for a
period up to and including July 26, 2024. The aggregate maximum
consideration for the purchase of ordinary shares under the London
contracts is $2 billion and the maximum consideration for the
purchase of ordinary shares under the Netherlands contract is $1.5
billion. Purchases under the London contracts will be carried out
in accordance with the Company’s authority1 to repurchase shares
on-market and will be effected within certain contractually agreed
parameters. Purchases under the Netherlands contract will be
carried out in accordance with the Company’s authority1 to
repurchase shares off-market pursuant to the off-market share
buyback contract approved by its shareholders and the parameters
set out therein.
The maximum number of ordinary shares which may
be purchased or committed to be purchased by the Company under the
programme (across all three contracts) is 360,000,000, which is the
maximum number remaining as of the date of this announcement
pursuant to the relevant authorities granted by shareholders at the
Company's 2023 Annual General Meeting1.
The broker will make its trading decisions in
relation to the Company's securities independently of the
Company.
The programme will be conducted in accordance
with Chapter 12 of the Listing Rules, Article 5 of the Market Abuse
Regulation 596/2014/EU dealing with buy-back programmes (‘EU MAR’)
and EU MAR as “onshored” into UK law from the end of the
Brexit transition period (at 11:00 pm on 31 December 2020) through
the European Union (Withdrawal) Act 2018 (as amended by the
European Union (Withdrawal Agreement) Act 2020), and as amended,
supplemented, restated, novated, substituted or replaced including
by relevant statutory instruments (including, The Market Abuse
(Amendment) (EU Exit) Regulations (SI 2019/310)), from time to time
and the Commission Delegated Regulation (EU) 2016/1052 (the ‘EU MAR
Delegated Regulation’) and the EU MAR Delegated Regulation as
“onshored” into UK law from the end of the Brexit transition period
(at 11:00 pm on 31 December 2020) through the European Union
(Withdrawal) Act 2018 (as amended by the European Union (Withdrawal
Agreement) Act 2020), and as amended, supplemented, restated,
novated, substituted or replaced, including by relevant statutory
instruments (including, The Market Abuse (Amendment) (EU Exit)
Regulations (SI 2019/310)), from time to time.
1 The existing shareholder authorities to buy
back shares granted at the Company's 2023 Annual General Meeting
will expire at the earlier of the close of business on August 22,
2024, and the end of the date of the Company's 2024 Annual General
Meeting. The Company expects to seek renewal of shareholder
authority to buy back shares at subsequent Annual General
Meetings.
Enquiries
Media International: +44 (0) 207 934 5550
Media Americas: +1 832 337 4355
Cautionary NoteThe companies in which
Shell plc directly and indirectly owns investments are separate
legal entities. In this announcement “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 refer to entities over which Shell plc either directly
or indirectly has control. The term “joint venture”, “joint
operations”, “joint arrangements”, and “associates” may also be
used to refer to a commercial arrangement in which Shell has a
direct or indirect ownership interest with one or more
parties. 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 StatementsThis
announcement contains 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’’;
“commit”; “commitment”; ‘‘could’’; ‘‘estimate’’; ‘‘expect’’;
‘‘goals’’; ‘‘intend’’; ‘‘may’’; “milestones”; ‘‘objectives’’;
‘‘outlook’’; ‘‘plan’’; ‘‘probably’’; ‘‘project’’; ‘‘risks’’;
“schedule”; ‘‘seek’’; ‘‘should’’; ‘‘target’’; ‘‘will’’; “would” 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, 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,
regional conflicts, such as the Russia-Ukraine war, and a
significant cybersecurity breach; 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 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 December 31, 2023 (available at
www.shell.com/investors/news-and-filings/sec-filings.html and
www.sec.gov). These risk factors also expressly qualify all
forward-looking statements contained in this announcement and
should be considered by the reader. Each forward-looking
statement speaks only as of the date of this announcement, May 2,
2024. 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.
Shell’s Net Carbon IntensityAlso, in this announcement we
may refer to Shell’s “Net Carbon Intensity” (NCI), which includes
Shell’s carbon emissions from the production of our energy
products, our suppliers’ carbon emissions in supplying energy for
that production and our customers’ carbon emissions associated with
their use of the energy products we sell. Shell’s NCI also includes
the emissions associated with the production and use of energy
products produced by others which Shell purchases for resale. Shell
only controls its own emissions. The use of the terms Shell’s “Net
Carbon Intensity” or NCI are for convenience only and not intended
to suggest these emissions are those of Shell plc or its
subsidiaries.
Shell’s net-zero emissions targetShell’s operating plan,
outlook and budgets are forecasted for a ten-year period and are
updated every year. They reflect the current economic environment
and what we can reasonably expect to see over the next ten years.
Accordingly, they reflect our Scope 1, Scope 2 and NCI targets over
the next ten years. However, Shell’s operating plans cannot reflect
our 2050 net-zero emissions target, as this target is currently
outside our planning period. In the future, as society moves
towards net-zero emissions, we expect Shell’s operating plans to
reflect this movement. However, if society is not net zero in 2050,
as of today, there would be significant risk that Shell may not
meet this target.
Forward-Looking non-GAAP measuresThis announcement may
contain certain forward-looking non-GAAP measures such as cash
capital expenditure and divestments. We are unable to provide a
reconciliation of these forward-looking non-GAAP measures to the
most comparable GAAP financial measures because certain information
needed to reconcile those non-GAAP measures to the most comparable
GAAP financial measures is dependent on future events some of which
are outside the control of Shell, such as oil and gas prices,
interest rates and exchange rates. Moreover, estimating such GAAP
measures with the required precision necessary to provide a
meaningful reconciliation is extremely difficult and could not be
accomplished without unreasonable effort. Non-GAAP measures in
respect of future periods which cannot be reconciled to the most
comparable GAAP financial measure are calculated in a manner which
is consistent with the accounting policies applied in Shell plc’s
consolidated financial statements.
The contents of websites referred to in this announcement do not
form part of this announcement.
We may have used certain terms, such as resources, in this
announcement that the United States Securities and Exchange
Commission (SEC) strictly prohibits us from including in our
filings with the SEC. Investors are urged to consider closely
the disclosure in our Form 20-F, File No 1-32575, available on the
SEC website www.sec.gov.
LEI number of Shell plc: 21380068P1DRHMJ8KU70
Classification: Acquisition or disposal of the issuer’s own
shares.
Shell (NYSE:SHEL)
Gráfica de Acción Histórica
De May 2024 a Jun 2024
Shell (NYSE:SHEL)
Gráfica de Acción Histórica
De Jun 2023 a Jun 2024