Shell announces commencement of a share
buyback programme
Shell plc
July 28, 2022
Shell plc (the ‘company’) today announces the
commencement of a $6 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
Q3 results announcement, scheduled for October 27, 2022.
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 October 21, 2022. The aggregate maximum
consideration for the purchase of ordinary shares under the London
contracts is $3.6 billion and the maximum consideration for the
purchase of ordinary shares under the Netherlands contract is $2.4
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 758,000,000, which is the
maximum pursuant to the relevant authorities granted by
shareholders at the company's 2022 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 2022 Annual General Meeting
will expire at the earlier of the close of business on August 24,
2023, and the end of the date of the company's 2023 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 STATEMENT
The 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.
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 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’’, ‘‘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, 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 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, 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 and should be considered
by the reader. Each forward-looking statement speaks only as
of the date of this announcement, July 28, 2022. 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
footprint
Also, in this announcement we
may refer to Shell’s “Net Carbon Footprint” or “Net Carbon
Intensity”, which include 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 only controls its own emissions. The use of the term Shell’s
“Net Carbon Footprint” or “Net Carbon Intensity” are for
convenience only and not intended to suggest these emissions are
those of Shell plc or its subsidiaries.
Shell’s net-Zero Emissions
Target
Shell’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 Net Carbon Footprint (NCF) targets
over the next ten years. However, Shell’s operating plans
cannot reflect our 2050 net-zero emissions target and 2035 NCF
target, as these targets are 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
measures
This 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.
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