Shell PLC · LSE:SHEL
Shell — Royal Dutch Shell — Merger or Acquisition (May 2005)
17 slides from Shell's merger presentation, May 2005
Slide 1: Unification
Unification Royal Dutch Shell Plc
Slide 2: Legal Notice
Legal Notice NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ITALY OR JAPAN This presentation assumes throughout (unless otherwise indicated) 100 per cent. acceptance of the Royal Dutch Offer. Holders of ordinary shares of Royal Dutch Petroleum Company (N.V. Koninklijke Nederla
Slide 3: One Company: Royal Dutch Shell
One Company: Royal Dutch Shell z One Company Shareholders z One board, one Chief Executive z Clarity Royal Dutch Shell plc z Simplicity RDS Group operations z Efficiency z Accountability
Slide 4: Unification Timetable
Unification Timetable z Documents made available 19 May 2005 z Royal Dutch exchange offer open for acceptance 20 May 2005 z Shareholder meetings 28 June 2005 z Close of Royal Dutch offer period 18 July 2005 z Court hearing to sanction Shell Transport scheme 19 July 2005 z Unification expected to bec
Slide 5: Implementation and documentation
Implementation and documentation z Unification under Royal Dutch Shell to be achieved by – Exchange offer for Royal Dutch – Scheme of arrangement of Shell Transport z Royal Dutch Shell to make exchange offer for Royal Dutch – Offer documents and listing particulars available on 19 May – Royal Dutch
Slide 6: Exchange terms
Exchange terms z Share exchange terms – RD shareholders offered 60% of Royal Dutch Shell (in A shares) – STT shareholders offered 40% of Royal Dutch Shell (in B shares) z Translates into – 2 Royal Dutch Shell A shares for each Royal Dutch share held in Hague registry or bearer form – Approximately 0
Slide 7: A and B shares
A and B shares z Royal Dutch shareholders to receive A shares – Holders of NY registry shares to receive A ADRs – Holders of A shares will receive Dutch source dividends z Shell Transport shareholders to receive B shares – Shell Transport ADR holders to receive B ADRs – Holders of B Shares will rece
Slide 8: Dividend policy
Dividend policy z Intention to continue to increase dividends at least in-line with inflation over time z Dividends to be paid on a quarterly basis z Royal Dutch Shell will declare dividends in euro – Sterling and US$ equivalent will be declared on the same date – Exchange rate for conversion to be
Slide 9: Q2 2005 expected dividend timetable
Q2 2005 expected dividend timetable z Dividend currency election date(1) 27 July 2005 z Dividend declaration date 28 July 2005 z Record date for shares held in Euroclear Nederland2 2 August 2005 z Ex-dividend date (all exchanges) 3 August 2005 z Record date for shares held outside Euroclear Nederlan
Slide 10: Tax on dividends - overview
Tax on dividends - overview z Dividends received by holders of A shares – Dutch shareholders will be subject to 25% Dutch withholding tax – generally able to offset against Dutch tax(1) – UK shareholders will be subject to 25% Dutch withholding tax – reduction in rate to 15% possible pursuant to the
Slide 11: Share buyback programme
Share buyback programme z $3-5 billion share buybacks in 2005 – $0.5 billion buybacks in Q1 z Returning cash to shareholders continues to be a priority z Post Transaction buy backs will likely be of “A” Shares z A Shares not subject to Dutch withholding tax
Slide 12: Indexation – key implications
Indexation – key implications z FTSE – A and B shares included in FTSE UK Series of Indices at full weighting – Price for inclusion in indices to be determined by reference to – Shell Transport closing price on 19 July for B Shares – Royal Dutch closing price on 19 July at closing €/£ x-rate for A S
Slide 13: Settlement mechanics
Settlement mechanics A s h a re s B S h a re s A ADRs / B ADRs T r a d in g LSE LSE NYSE E u ro n e x t E u ro n e x t Q u o ta tio n £ L S E (S E T S ) £ :L S E (S E T S ) $ € :E u ro n e x t; L S E (D T S ) € :E u ro n e x t S e ttle m e n t £ :L S E (S E T S -C R E S T ) £ :L S E (S E T S -C R E
Slide 14: Tax considerations
Tax considerations Transaction: z Transaction expected to be broadly tax neutral for the Group • No tax payable by the vast majority of shareholders – Generally no liability for Dutch, UK or US Shell Transport shareholders – Generally no liability for Dutch or US Royal Dutch shareholders – Offer for
Slide 15: Slide 15
Slide 16: Illustrative example
Illustrative example Note: This is a theoretical calculation. Actual share prices will be influenced by a number of factors including the unification itself. Current Illustrative Value Exchange New Theoretical Theoretical Theoretical Theoretical holding price of ratio holding price value of cash rec
Slide 17: Legal Notice
Legal Notice The Royal Dutch Offer and the Scheme are not being and will not be made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or internet) or interstate or foreign commerc