Shell announces commencement of share buybacks
29 Luglio 2021 - 8:03AM
Shell announces commencement of share buybacks
July 29, 2021
Royal Dutch Shell plc (the ‘company’) today
announces the commencement of share buybacks as part of its move to
the next phase of its capital allocation framework, which includes
shareholder distributions in a range of 20-30% of CFFO. 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 December 29, 2021.
The aggregate maximum consideration for the purchase of A ordinary
shares and/or B ordinary shares is $2.0 billion, of which it is
expected that more than half will have been completed by the
company’s Q3 results, which are scheduled for October 28, 2021.
The purpose of the share buybacks is to reduce the issued
share capital of the company. All shares repurchased as part of
this arrangement will be cancelled.
The maximum number of ordinary shares which may
be purchased by the company under this arrangement is 780,000,000,
which is the maximum pursuant to the authority granted by
shareholders at the company's 2021 Annual General Meeting1. The
shares bought back under this arrangement will be 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 share buybacks 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. They 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
18, 20211, and in line with Chapter 12 of the Listing Rules,
Article 5 of the Market Abuse Regulation 596/2014/EU dealing with
buyback (“EU MAR”) and EU MAR as “onshored” into UK law from the
end of the Brexit transition period (on 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 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 (“EU MAR Delegation Regulation”) and EU
MAR Delegated Regulation as “onshored” into UK law from the end of
the Brexit transition period (on 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 by relevant statutory instruments (including, The Market
Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), from time
to time.
Enquiries
Media International: +44 (0) 207 934 5550Media
Americas: +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 “Group”
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 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 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 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, 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 Royal Dutch Shell plc’s Form 20-F for the year
ended December 31, 2020 (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 29,
2021. 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.
The content of websites referred to in this
announcement does 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 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 2021 Annual General Meeting expires
at the earlier of the close of business on August 18, 2022, and the
end of the date of the company's 2022 Annual General Meeting. The
company expects to seek renewal of shareholder authority to buy
back shares at subsequent Annual General Meetings.