Shell announces the next tranche of the share buyback programme
October 31, 2019
Royal Dutch Shell plc (the ‘company’) today announces the
commencement of trading in the next tranche of its share buyback
programme previously announced on July 26, 2018. In the next
tranche, the company has entered into an irrevocable,
non-discretionary arrangement with a broker to enable the purchase
of A ordinary shares and/or B ordinary shares for a period up to
and including January 27, 2020. The aggregate maximum consideration
for the purchase of A ordinary shares and/or B ordinary shares
under the next tranche is $2.75 billion. The company’s intention
remains to buy back at least $25 billion of its shares subject to
further progress with debt reduction and oil price conditions.
However, the prevailing weak macroeconomic conditions and
challenging outlook inevitably creates uncertainty about the
completion of the share buyback programme by the end of 2020.
On October 17, 2019 the company completed the
previous tranche of its share buyback programme. In aggregate
between July 26, 2018 and October 17, 2019, the company repurchased
390,525,007 ordinary shares for an aggregate consideration of $12
billion (the ‘aggregate previous tranches’).
The maximum number of ordinary shares which may
be purchased by the company under the next tranche of its share
buyback programme (the ‘next tranche’) is 718,336,613, which is the
maximum pursuant to the authority granted by shareholders at the
company's 2019 Annual General Meeting1 minus the number of ordinary
shares purchased in the previous tranche. The shares bought back
under the next tranche will be the A ordinary shares traded in the
EUR denomination and whichever of the A ordinary shares and/or B
ordinary shares traded in the GBP denomination is economically the
least expensive on a given trading day.
The broker will make its trading decisions in
relation to the company's securities independently of the company.
The next tranche will be carried out on the London Stock Exchange
and/or on BATS and/or on Chi-X and will be effected within certain
pre-set parameters. It will be conducted in accordance with the
company's general authority to repurchase shares granted by its
shareholders at the company’s Annual General Meeting held on May
21, 20191, and in line with Chapter 12 of the Listing Rules,
Article 5 of the Market Abuse Regulation 596/2014/EU dealing with
buyback programmes and the Commission Delegated Regulation (EU)
2016/1052.
The purpose of the next tranche is to reduce the
issued share capital of the company to offset the number of shares
issued under the Scrip Dividend Programme and, in combination with
the other tranches of the share buyback programme, to significantly
reduce the equity issued in connection with the company’s
combination with BG Group. All shares repurchased as part of the
next tranche will be cancelled.
Any further tranches of the buyback programme,
which may be conducted after completion of the tranche announced
today, will be announced in due course.
Contacts
Investor RelationsInternational: + 31 (0)
70 377 4540North America: +1 832 337 2034
Media International: +44 (0) 207 934
5550Americas: +1 832 337 4355
CAUTIONARY STATEMENT
The companies in which Royal Dutch Shell plc
directly and indirectly owns investments are separate legal
entities. In this announcement “Shell”, “Shell group” and “Royal
Dutch Shell” are sometimes used for convenience where references
are made to Royal Dutch Shell plc and its subsidiaries in general.
Likewise, the words “we”, “us” and “our” are also used to refer to
Royal Dutch Shell plc and 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 Royal Dutch
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. 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.
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 Royal Dutch 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 Royal Dutch 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’’, ‘‘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 Royal
Dutch 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, 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; and (m)
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 Royal Dutch
Shell’s Form 20-F for the year ended December 31, 2018 (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, October 31, 2019. Neither Royal Dutch 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.
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. US 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 Royal Dutch Shell plc:
21380068P1DRHMJ8KU70Classification: Acquisition or disposal of the
issuer’s own shares
1 The existing shareholder authority to buy back
shares granted at the company's 2019 Annual General Meeting expires
at the earlier of the close of business on August 21, 2020, and the
end of the date of the company's 2020 Annual General Meeting. The
company expects to seek renewal of shareholder authority to buy
back shares at subsequent Annual General Meetings.