Shell plc
Shell announces commencement of a share
buyback programme
August 1, 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
Q3 2024 results announcement, scheduled for October 31, 2024.
The Company has entered into an arrangement with
a single broker consisting of two 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 one ‘London contract’) 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 25, 2024. The aggregate maximum
consideration for the purchase of ordinary shares under the London
contract is $1.75 billion and the maximum consideration for the
purchase of ordinary shares under the Netherlands contract is $1.75
billion. Purchases under the London contract 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 both contracts) is 644,200,000, 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 2024 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 2024 Annual General Meeting
will expire at the earlier of the close of business on August 20,
2025, and the end of the date of the Company's 2025 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 Note
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. 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 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’’; “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, August
1, 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 Intensity
Also, 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 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 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 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.
LEI number of Shell plc: 21380068P1DRHMJ8KU70
Classification: Acquisition or disposal of the issuer’s own
shares.
Shell (EU:SHELL)
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