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Publicatie datum : 19 mei 2005
Shell start 20 mei biedingstermijn aandelen Koninklijke Olie
ANNOUNCEMENT OF FINAL PROPOSALS FOR THE RECOMMENDED UNIFICATION OF ROYAL DUTCH AND SHELL TRANSPORT
Summary
Today, the Royal Dutch Boards, the Shell Transport Board and the Royal Dutch Shell Board are announcing final proposals for the recommended unification of Royal Dutch and Shell Transport under a single parent company, Royal Dutch Shell, which was initially announced on 28 October 2004.
Full documentation containing further details of the Transaction will be made available to shareholders today. Shareholders are encouraged to refer to this detailed documentation and are urged to take the action described therein to support the proposals.
Implementation of the Transaction will be subject to approval by the shareholders of Royal Dutch and Shell Transport as well as other conditions set out in Appendix 1 to this announcement. The approval of Royal Dutch Shareholders will be sought at the Royal Dutch annual general meeting on 28 June 2005 while the approval of Shell Transport Shareholders will be sought at meetings following the Shell Transport annual general meeting, also on 28 June 2005.
It is expected that Completion will take place, and that trading in Royal Dutch Shell Shares will commence, on 20 July 2005.
Background to and reasons for the Transaction
On 28 October 2004, the Royal Dutch Boards and the Shell Transport Board announced that they had unanimously agreed to propose to their shareholders the unification of Royal Dutch and Shell Transport under a single parent company, Royal Dutch Shell.
The Transaction will result in one parent company, with one board, one Chairman and one Chief Executive.
The Boards of Royal Dutch and Shell Transport believe that implementation of the Transaction together with the governance proposals announced on 28 October 2004 will deliver significant benefits, including: increased clarity and simplicity of governance; increased management efficiency; increased accountability; and flexibility in issuing equity and debt.
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The Transaction
The Transaction will be effected: (i) by way of an exchange offer by Royal Dutch Shell for the Royal Dutch Shares; and (ii) by way of a scheme of arrangement of Shell Transport under section 425 of the Companies Act.
The terms of the Transaction reflect the current 60:40 ownership of the Royal Dutch/Shell Group by Royal Dutch and Shell Transport. The terms seek to ensure that investors in Royal Dutch and Shell Transport are offered Royal Dutch Shell Shares or Royal Dutch Shell ADRs representing the equivalent economic interest in the RDS Group on implementation of the Transaction as their existing shares or ADRs represent in the Royal Dutch/Shell Group.
To facilitate the preservation of the current tax treatment of dividends for shareholders, Royal Dutch Shell will have two classes of ordinary shares, A Shares and B Shares.
Royal Dutch Shareholders are being offered A Shares under the Royal Dutch Offer, with the exception of holders of Royal Dutch New York Registered Shares who are being offered A ADRs. Shell Transport Ordinary Shareholders are being offered B Shares under the Scheme and holders of Shell Transport ADRs are being offered B ADRs.
Under the terms of the Transaction, shareholders will receive respectively:
for each Royal Dutch Bearer Share or Royal Dutch Hague Registered Share tendered:
2 A Shares
for each Royal Dutch New York Registered Share tendered:
1 A ADR
for each Shell Transport Ordinary Share:
0.287333066 B Shares
for each Shell Transport ADR:
0.861999198 B ADR
Royal Dutch Shell has applied for its shares to be listed and admitted to trading in London and Amsterdam. Royal Dutch Shell ADRs will be listed on the New York Stock Exchange.
Dividends
The A Shares and the B Shares will have identical rights except for the Dividend Access Mechanism by which divi
link: Website Royal Dutch Shell
Copyright: Dividendpagina.nl 2012
Nieuwsoverzicht
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