REG - BG Group Royal Dutch Shell - RECOMMENDED CASH AND SHARE OFFER FOR BG GRROUP PLC <Origin Href="QuoteRef">BG.L</Origin> <Origin Href="QuoteRef">RDSa.L</Origin> - Part 3

ShellAnnouncement

08/04/2015 07:22

- Part 3: For the preceding part double click  ID:nRSH5551Jb 

(such clearance
or authorisation being on terms reasonably satisfactory to Shell), and no
application for review of such clearance or authorisation having been made
within the period prescribed by such Act. 
 
APPENDIX 2 
 
CONDITIONS TO AND CERTAIN FURTHER TERMS OF THE COMBINATION 
 
Part A:             Conditions to the Combination 
 
The Combination will be conditional upon the Scheme becoming unconditional and
becoming effective by no later than the Long Stop Date, or such later date (if
any) as Shell and BG may agree and the Court may allow. 
 
Scheme approval 
 
(a)        The Scheme will be conditional upon: 
 
(i)         its approval by a majority in number representing not less than
three-fourths in value of the Scheme Shareholders (or the relevant class or
classes thereof, if applicable) present and voting, either in person or by
proxy, at the Court Meeting and at any separate class meeting which may be
required by the Court or at any adjournment of any such meeting on or before
the 22nd day after the expected date of the Court Meeting to be set out in the
Scheme Document in due course (or such later date, if any, as Shell and BG may
agree and the Court may allow); 
 
(ii)        all resolutions necessary to approve and implement the Scheme
being duly passed by the requisite majority or majorities at the BG General
Meeting or at any adjournment of that meeting on or before the 22nd day after
the expected date of the General Meeting to be set out in the Scheme Document
in due course (or such later date, if any, as Shell and BG may agree and the
Court may allow); and 
 
(iii)        the sanction of the Scheme by the Court with or without
modification (but subject to any such modification being acceptable to Shell
and BG) on or before the 22nd day after the expected date of the Scheme Court
Hearing to be set out in the Scheme Document in due course (or such later
date, if any, as Shell and BG may agree and the Court may allow) and the
delivery of a copy of the Scheme Court Order to the Registrar of Companies in
England and Wales. 
 
In addition, Shell and BG have agreed that the Combination will be conditional
upon the following Conditions and, accordingly, the necessary actions to make
the Scheme effective will not be taken unless the following Conditions (as
amended if appropriate) have been satisfied or, where relevant, waived: 
 
European Commission clearance 
 
(b)        if the Pre-Condition set out in paragraph (a) (European Commission
clearance) of Appendix 1 is waived, insofar as the Combination constitutes, or
is deemed to constitute, a concentration with an EU dimension within the scope
of the Regulation: 
 
(i)         the European Commission having issued a decision, on terms
reasonably satisfactory to Shell, allowing the Combination to proceed under
Article 6(1)(b), Article 6(2), Article 8(1) or Article 8(2) of the Regulation
in respect of the Combination (or being deemed to have done so under Article
10(6) of the Regulation); and/or 
 
(ii)        if any aspect of the Combination is referred to one or more
competent authorities of a European Union or EFTA state under Article 9 of the
Regulation, confirmation having been received from each such competent
authority that the Combination may proceed on terms reasonably satisfactory to
Shell; and 
 
(iii)        no indication having been made that a European Union or EFTA
state may take appropriate measures to protect legitimate interests pursuant
to Article 21(4) of the Regulation in relation to the Combination or any
aspect of it; 
 
Brazilian CADE clearance 
 
(c)        if the Pre-Condition set out in paragraph (b) (Brazilian CADE
clearance) of Appendix 1 is waived, insofar as the Combination triggers a
mandatory filing requirement, CADE having approved the consummation of the
Combination on terms reasonably satisfactory to Shell, pursuant to the
Brazilian competition law No 12529 of 30 November 2011, Title VII Chapter I; 
 
Chinese MOFCOM clearance 
 
(d)        if the Pre-Condition set out in paragraph (c) (Chinese MOFCOM
clearance) of Appendix 1 is waived, insofar as the Combination triggers a
mandatory merger control filing requirement, a filing having been made to and
accepted by MOFCOM pursuant to the Anti-Monopoly Law and MOFCOM having issued
a decision confirming that it will not conduct further review of the
Combination or allowing the Combination to proceed on terms reasonably
satisfactory to Shell or all applicable waiting periods under the
Anti-Monopoly Law in respect of the review of the Combination having expired; 
 
Australian foreign investment clearance 
 
(e)        if the Pre-Condition set out in paragraph (d) (Australian foreign
investment clearance) of Appendix 1 is waived, one of the following having
occurred: 
 
(i)         Shell having received written notice issued by or on behalf of the
Australian Treasurer stating that there are no objections under the Australian
Government's foreign investment policy to the Combination, such notice being
on terms reasonably satisfactory to Shell; or 
 
(ii)         the period provided under FATA during which the Australian
Treasurer may make an order or interim order under FATA prohibiting the
Combination having expired, without such an order having been made; or 
 
(iii)        if an interim order shall have been made to prohibit the
Combination, the subsequent period for making a final order having elapsed
without any such final order having been made; 
 
Australian antitrust clearance 
 
(f)         if the Pre-Condition set out in paragraph (e) (Australian
antitrust clearance) of Appendix 1 is waived, either one of the following
having occurred: 
 
(i)         Shell having received notice in writing from the ACCC to the
effect that the ACCC does not propose to intervene in or seek to prevent the
Combination pursuant to section 50 of the Australian Competition and Consumer
Act 2010, such notice being on terms reasonably satisfactory to Shell; or 
 
(ii)        Shell having been granted clearance or authorisation for the
Combination by the ACCC or the Australian Competition Tribunal under Part VII,
Division 3 of the Australian Competition and Consumer Act 2010 (such clearance
or authorisation being on terms reasonably satisfactory to Shell), and no
application for review of such clearance or authorisation having been made
within the period prescribed by such Act. 
 
United States Hart-Scott-Rodino clearance 
 
(g)        all filings having been made and all or any appropriate waiting
periods under the United States Hart-Scott-Rodino Antitrust Improvements Act
of 1976 and the regulations thereunder having expired, lapsed or been
terminated as appropriate in each case in respect of the Combination and the
proposed acquisition of any BG Shares or control of BG by Shell or any member
of the Shell Group; 
 
United Kingdom Secretary of State confirmation 
 
(h)        the United Kingdom Secretary of State for Energy and Climate Change
confirming in writing that it does not intend (i) to revoke or recommend the
revocation of any interest in any material exploration or production licence
in the United Kingdom held by any member of the BG Group; or (ii) to require a
further change of control of any such member, in each case as result of the
implementation of the Combination; 
 
General Third Party clearances 
 
(i)         the waiver (or non-exercise within any applicable time limits) by
any relevant government or governmental, quasi-governmental, supranational,
statutory, regulatory, environmental or investigative body, court, trade
agency, association, institution, any entity owned or controlled by any
relevant government or state, or any other body or person whatsoever in any
jurisdiction (each a "Third Party") of any termination right, right of
pre-emption, first refusal or similar right (which is material in the context
of the Wider BG Group taken as a whole) arising as a result of or in
connection with the Combination including, without limitation, its
implementation and financing or the proposed direct or indirect acquisition of
any shares or other securities in, or control of, BG by Shell or any member of
the Shell Group; 
 
(j)         other than in respect of Conditions (a) to (h) above, all
necessary filings or applications having been made in connection with the
Combination and all statutory or regulatory obligations in any jurisdiction
having been complied with in connection with the Combination or the
acquisition by any member of the Wider Shell Group of any shares or other
securities in, or control of, BG and all authorisations, orders, recognitions,
grants, consents, licences, confirmations, clearances, permissions and
approvals reasonably deemed necessary or appropriate by Shell or any member of
the Wider Shell Group for or in respect of the Combination including without
limitation, its implementation and financing or the proposed direct or
indirect acquisition of any shares or other securities in, or control of, BG
or any member of the Wider BG Group by any member of the Wider Shell Group
having been obtained in terms and in a form reasonably satisfactory to Shell
from all appropriate Third Parties or persons with whom any member of the
Wider BG Group has entered into contractual arrangements and all such
authorisations, orders, recognitions, grants, consents, licences,
confirmations, clearances, permissions and approvals together with all
material authorisations orders, recognitions, grants, licences, confirmations,
clearances, permissions and approvals necessary or appropriate to carry on the
business of any member of the Wider BG Group which is material in the context
of the Shell Group or the BG Group as a whole or of the financing of the
Combination remaining in full force and effect and all filings necessary for
such purpose having been made and there being no notice or intimation of any
intention to revoke or not to renew any of the same at the time at which the
Combination becomes otherwise unconditional and all necessary statutory or
regulatory obligations in any jurisdiction having been complied with; 
 
(k)        other than in respect of Conditions (a) to (h) above, no Third
Party having decided to take, institute, implement or threaten any action,
proceeding, suit, investigation, enquiry or reference, or enacted, made or
proposed any statute, regulation, decision or order, or having taken any other
steps which would or might reasonably be expected to: 
 
(i)         require, prevent or delay the divestiture, or materially alter the
terms envisaged for any proposed divestiture by any member of the Wider Shell
Group or any member of the Wider BG Group of all or any portion of their
respective businesses, assets or property or impose any limitation on the
ability of any of them to conduct their respective businesses (or any of them)
or to own any of their respective assets or properties or any part thereof
which, in any such case, is material in the context of the Wider Shell Group
or the Wider BG Group in either case taken as a whole; 
 
(ii)        require, prevent or delay the divestiture by any member of the
Wider Shell Group of any shares or other securities in BG; 
 
(iii)        impose any material limitation on, or result in a delay in, the
ability of any member of the Wider Shell Group directly or indirectly to
acquire or to hold or to exercise effectively any rights of ownership in
respect of shares or loans or securities convertible into shares or any other
securities (or the equivalent) in any member of the Wider BG Group or the
Wider Shell Group or to exercise management control over any such member; 
 
(iv)        otherwise adversely affect the business, assets, profits or
prospects of any member of the Wider Shell Group or of any member of the Wider
BG Group to an extent which is material in the context of the Shell Group or
the BG Group in either case taken as a whole; 
 
(v)         make the Combination or its implementation or the acquisition or
proposed acquisition by Shell or any member of the Wider Shell Group of any
shares or other securities in, or control of BG void, illegal, and/or
unenforceable under the laws of any jurisdiction, or otherwise, directly or
indirectly, restrain, restrict, prohibit, delay or otherwise materially
interfere with the same, or impose additional conditions or obligations with
respect thereto, or otherwise challenge or interfere therewith; 
 
(vi)        require any member of the Wider Shell Group or the Wider BG Group
to offer to acquire any shares or other securities (or the equivalent) or
interest in any member of the Wider BG Group or the Wider Shell Group owned by
any third party; 
 
(vii)       impose any limitation on the ability of any member of the Wider BG
Group to co-ordinate its business, or any part of it, with the businesses of
any other members which is adverse to and material in the context of the Wider
BG Group taken as a whole or in the context of the Combination; or 
 
(viii)      result in any member of the Wider BG Group ceasing to be able to
carry on business under any name under which it presently does so, 
 
and all applicable waiting and other time periods during which any such Third
Party could institute, implement or threaten any action, proceeding, suit,
investigation, enquiry or reference or any other step under the laws of any
jurisdiction in respect of the Combination or the acquisition or proposed
acquisition of any BG Shares having expired, lapsed or been terminated; 
 
Shell Shareholder approval 
 
(l)         the passing at the Shell General Meeting (or any adjournment
thereof) of such resolution or resolutions as are necessary to approve,
implement and effect the Combination including to authorise the creation and
allotment of New Shell Shares pursuant to the Combination (as such resolutions
may be set out in the Circular in due course); 
 
Listing of New Shell Shares 
 
(m)       (i) the UK Listing Authority having acknowledged to Shell or its
agent (and such acknowledgement not having been withdrawn) that the
application for the admission of the New Shell Shares to the Official List
with a premium listing has been approved and (after satisfaction of any
conditions to which such approval is expressed to be subject ("listing
conditions")) will become effective as soon as a dealing notice has been
issued by the FCA and any listing conditions having been satisfied, and (ii)
the London Stock Exchange having acknowledged to Shell or its agent (and such
acknowledgement not having been withdrawn) that the New Shell Shares will be
admitted to trading on the Main Market; 
 
(n)        Shell or its agent having received confirmation (and such
confirmation not having been withdrawn) that the application for listing and
trading of the New Shell Shares on Euronext Amsterdam has been approved, with
such listing and trading to become effective on the Effective Date; 
 
(o)        absent an available exemption from the registration requirements of
the US Securities Act, an appropriate registration statement for the New Shell
Shares to be issued pursuant to the Combination having been declared effective
under the US Securities Act, and no stop order suspending the effectiveness of
the registration statement having been issued nor proceedings for that purpose
having been initiated or threatened by the SEC; 
 
Certain matters arising as a result of any arrangement, agreement etc. 
 
(p)        save as Disclosed, there being no provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider BG Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, which in consequence of the
Combination or the proposed acquisition of any shares or other securities in
BG or because of a change in the control or management of BG or otherwise,
could or might reasonably be expected to result in to an extent which is
material in the context of the Wider BG Group, or the Wider Shell Group, in
either case taken as a whole, or in the context of the Combination: 
 
(i)         any moneys borrowed by or any other indebtedness (actual or
contingent) of, or grant available to any such member, being or becoming
repayable or capable of being declared repayable immediately or earlier than
their or its stated maturity date or repayment date or the ability of any such
member to borrow moneys or incur any indebtedness being withdrawn or inhibited
or being capable of becoming or being withdrawn or inhibited; 
 
(ii)        any such agreement, arrangement, licence, permit or instrument or
the rights, liabilities, obligations or interests of any such member
thereunder being terminated or modified or affected or any obligation or
liability arising or any action being taken or arising thereunder; 
 
(iii)        any assets or interests of any such member being or falling to be
disposed of or charged or any right arising under which any such asset or
interest could be required to be disposed of or charged; 
 
(iv)        the creation or enforcement of any mortgage, charge or other
security interest over the whole or any part of the business, property or
assets of any such member; 
 
(v)         the rights, liabilities, obligations or interests of any such
member in, or the business of any such member with, any person, firm or body
(or any arrangement or arrangements relating to any such interest or business)
being terminated, adversely modified or affected; 
 
(vi)        the value of any such member or its financial or trading position
or prospects being prejudiced or adversely affected; 
 
(vii)       any such member ceasing to be able to carry on business under any
name under which it presently does so; or 
 
(viii)      the creation of any liability, actual or contingent, by any such
member, 
 
and no event having occurred which, under any provision of any agreement,
arrangement, licence, permit or other instrument to which any member of the
Wider BG Group is a party or by or to which any such member or any of its
assets may be bound, entitled or subject, would or might reasonably be
expected to result in any of the events or circumstances as are referred to in
sub-paragraphs (i) to (viii) of this condition; 
 
Certain events occurring since 31 December 2014 
 
(q)        save as Disclosed, no member of the Wider BG Group having, since 31
December 2014: 
 
(i)         save as between BG and wholly-owned subsidiaries of BG or for BG
Shares issued under or pursuant to the exercise of options and vesting of
awards granted under the BG Share Plans, issued, authorised or proposed the
issue of additional shares of any class; 
 
(ii)        save as between BG and wholly-owned subsidiaries of BG or for the
grant of options and awards and other rights under the BG Share Plans, issued
or agreed to issue, authorised or proposed the issue of securities convertible
into shares of any class or rights, warrants or options to subscribe for, or
acquire, any such shares or convertible securities; 
 
(iii)        other than to another member of the BG Group, recommended,
declared, paid or made any dividend or other distribution whether payable in
cash or otherwise except for: (i) the final dividend of 14.37 cents (9.52
pence) per BG Share announced on 3 February 2015; (ii) an interim dividend in
respect of the six month period up to 30 June 2015 of not more than 14.38
cents per BG Share; and (iii) if completion of the Combination occurs after
the record date for Shell's 2015 fourth quarter interim dividend, a further BG
dividend in respect of 2015 of not more than 14.37 cents per BG Share; 
 
(iv)        save for intra-BG Group transactions, merged or demerged with any
body corporate or acquired or disposed of or transferred, mortgaged or charged
or created any security interest over any assets or any right, title or
interest in any asset (including shares and trade investments) or authorised
or proposed or announced any intention to propose any merger, demerger,
acquisition or disposal, transfer, mortgage, charge or security interest, in
each case, other than in the ordinary course of business and, in each case, to
the extent which is material in the context of the Wider BG Group taken as a
whole; 
 
(v)         save for intra-BG Group transactions, made or authorised or
proposed or announced an intention to propose any change in its loan capital
in each case, to the extent which is material in the context of the Wider BG
Group taken as a whole; 
 
(vi)        issued, authorised or proposed the issue of any debentures or
(save for intra-BG Group transactions), save in the ordinary course of
business, incurred or increased any indebtedness or become subject to any
contingent liability; 
 
(vii)       purchased, redeemed or repaid or announced any proposal to
purchase, redeem or repay any of its own shares or other securities or reduced
or, save in respect to the matters mentioned in sub-paragraph (i) above, made
any other change to any part of its share capital in each case, to the extent
which is material in the context of the Wider BG Group taken as a whole; 
 
(viii)      implemented, or authorised, proposed or announced its intention to
implement, any reconstruction, amalgamation, scheme, commitment or other
transaction or arrangement otherwise than in the ordinary course of business
or entered into or changed the terms of any contract with any director or
senior executive; 
 
(ix)       entered into or varied or authorised, proposed or announced its
intention to enter into or vary any contract, transaction or commitment
(whether in respect of capital expenditure or otherwise) which is of a long
term, onerous or unusual nature or magnitude or which is or could be
materially restrictive on the businesses of any member of the Wider BG Group
or the Wider Shell Group or which involves or is reasonably likely to involve
an obligation of such a nature or magnitude or which is other than in the
ordinary course of business, in each case, to the extent which is material in
the context of the Wider BG Group taken as a whole; 
 
(x)        (other than in respect of a member which is dormant and was solvent
at the relevant time) taken any corporate action or had any legal proceedings
started or threatened against it for its winding-up, dissolution or
reorganisation or for the appointment of a receiver, administrative receiver,
administrator, trustee or similar officer of all or any part of its assets or
revenues or any analogous proceedings in any jurisdiction or had any such
person appointed, in each case, to the extent which is material in the context
of the Wider BG Group taken as a whole; 
 
(xi)       entered into any contract, transaction or arrangement which would
be restrictive on the business of any member of the Wider BG Group or the
Wider Shell Group other than to a nature and extent which is normal in the
context of the business concerned; 
 
(xii)       waived or compromised any claim otherwise than in the ordinary
course of business which is material in the context of the BG Group taken as a
whole; 
 
(xiii)      entered into any contract, commitment, arrangement or agreement
otherwise than in the ordinary course of business or passed any resolution or
made any Combination (which remains open for acceptance) with respect to or
announced any intention to, or to propose to, effect any of the transactions,
matters or events referred to in this condition; 
 
(xiv)      having made or agreed or consented to any change to: 
 
(1)        the terms of the trust deeds constituting the pension scheme(s)
established by any member of the Wider BG Group for its directors, employees
or their dependents; 
 
(2)        the contributions payable to any such scheme(s) or to the benefits
which accrue or to the pensions which are payable thereunder; 
 
(3)        the basis on which qualification for, or accrual or entitlement to,
such benefits or pensions are calculated or determined; or 
 
(4)        the basis upon which the liabilities (including pensions) of such
pension schemes are funded, valued or made, 
 
in each case, to the extent which is material in the context of the Wider BG
Group taken as a whole; 
 
(xv)       proposed, agreed to provide or modified the terms of any of the BG
Share Plans or other benefit constituting a material change relating to the
employment or termination of employment of a material category of persons
employed by the Wider BG Group or which constitutes a material change to the
terms or conditions of employment of any senior employee of the Wider BG
Group, save as agreed by the Panel or by Shell; or 
 
(xvi)      taken (or agreed or proposed to take) any action which requires, or
would require, the consent of the Panel or the approval of BG Shareholders in
general meeting in accordance with, or as contemplated by, Rule 21.1 of the
City Code, 
 
and, for the purposes of paragraphs (iii), (iv), (v) and (vi) of this
condition, the term "BG Group" shall mean BG and its wholly-owned
subsidiaries; 
 
No adverse change, litigation or regulatory enquiry 
 
(r)         save as Disclosed, since 31 December 2014: 
 
(i)         no adverse change or deterioration having occurred in the
business, assets, financial or trading position or profits or prospects of any
member of the Wider BG Group which is material in the context of the Wider BG
Group taken as a whole; 
 
(ii)        no litigation, arbitration proceedings, prosecution or other legal
proceedings to which any member of the Wider BG Group is or may become a party
(whether as a plaintiff, defendant or otherwise) and no investigation by any
Third Party against or in respect of any member of the Wider BG Group having
been instituted announced or threatened by or against or remaining outstanding
in respect of any member of the Wider BG Group which in any such case has had
or might reasonably be expected to have an adverse effect on the Wider BG
Group taken as a whole; 
 
(iii)        no contingent or other liability having arisen or become apparent
to Shell which would be likely to adversely affect the Wider BG Group taken as
a whole; and 
 
(iv)        no steps having been taken which are likely to result in the
withdrawal, cancellation, termination or modification of any licence held by
any member of the Wider BG Group which is necessary for the proper carrying on
of its business and the withdrawal, cancellation, termination or modification
of which has had, or would reasonably be expected to have, a material adverse
effect on the Wider BG Group taken as a whole; 
 
No discovery of certain matters 
 
(s)        save as Disclosed, Shell not having discovered: 
 
(i)         that any financial, business or other information concerning the
Wider BG Group as contained in the information publicly disclosed at any time
by or on behalf of any member of the Wider BG Group is materially misleading,
contains a material misrepresentation of fact or omits to state a fact
necessary to make that information not misleading, in each case, to the extent
which is material in the context of the Wider BG Group taken as a whole; 
 
(ii)        that any member of the Wider BG Group, partnership, company or
other entity in which any member of the Wider BG Group has a significant
economic interest and which is not a subsidiary undertaking of BG is subject
to any liability (contingent or otherwise) which is not disclosed in the
Annual Report and Accounts of BG for the year ended 31 December 2014 in each
case, to the extent which is material in the context of the Wider BG Group
taken as a whole; or 
 
(iii)        any information which affects the import of any information
disclosed at any time by or on behalf of any member of the Wider BG Group and
which is material in the context of the Wider BG Group taken as a whole; 
 
(t)         save as Disclosed, Shell not having discovered that: 
 
(i)         any past or present member of the Wider BG Group has failed to
comply with any and/or all applicable legislation or regulation, of any
jurisdiction with regard to the storage, carriage, disposal, spillage,
release, discharge, leak or emission of any waste or hazardous substance or
any substance likely to impair the environment or harm human health or animal
health or otherwise relating to environmental matters or the health and safety
of humans, or that there has otherwise been any such storage, carriage,
disposal, spillage, release, discharge, leak or emission (whether or not the
same constituted a non-compliance by any person with any such legislation or
regulations, and wherever the same may have taken place) any of which storage,
carriage, disposal, spillage, release, discharge, leak or emission would be
likely to give rise to any liability (actual or contingent) on the part of any
member of the Wider BG Group and which is material in the context of the Wider
BG Group taken as a whole; 
 
(ii)        there is, or is likely to be, for that or any other reason
whatsoever, any liability (actual or contingent) of any past or present member
of the Wider BG Group to make good, repair, reinstate or clean up any property
or any controlled waters now or previously owned, occupied, operated or made
use of or controlled by any such past or present member of the Wider BG Group,
under any environmental legislation, regulation, notice, circular or order of
any government, governmental, quasi-governmental, state or local government,
supranational, statutory or other regulatory body, agency, court, association
or any other person or body in any jurisdiction and which is material in the
context of the Wider BG Group taken as a whole or the Combination; 
 
(iii)        circumstances exist (whether as a result of the Combination or
otherwise) which would be reasonably likely to lead to any Third Party
instituting, or whereby any member of the Wider Shell Group or any present or
past member of the Wider BG Group would be likely to be required to institute,
an environmental audit or take any other steps which would in any such case be
reasonably likely to result in any liability (whether actual or contingent) to
improve, modify existing or install new plant, machinery or equipment or carry
out changes in the processes currently carried out or make good, remediate,
repair, re-instate or clean up any land or other asset currently or previously
owned, occupied or made use of by any past or present member of the Wider BG
Group (or on its behalf) or by any person for which a member of the Wider BG
Group is or has been responsible, or in which any such member may have or
previously have had or be deemed to have had an interest which is material in
the context of the Wider BG Group taken as a whole or the Combination; or 
 
(iv)        circumstances exist whereby a person or class of persons would be
likely to have any claim or claims in respect of any product or process of
manufacture or materials used therein currently or previously manufactured,
sold or carried out by any past or present member of the Wider BG Group which
claim or claims would be likely, materially and adversely, to affect any
member of the Wider BG Group and which is material in the context of the BG
Group taken as a whole or the Combination; and 
 
Anti-corruption, sanctions and criminal property 
 
(u)        save as Disclosed, Shell not having discovered that: 
 
(i)         (a) any past or present member, director, officer or employee of
the Wider BG Group is or has at any time engaged in any activity, practice or
conduct which would constitute an offence under the Bribery Act 2010, the US
Foreign Corrupt Practices Act of 1977 or any other applicable anti-corruption
legislation or (b) any person that performs or has performed services for or
on behalf of the Wider BG Group is or has at any time engaged in any activity,
practice or conduct in connection with the performance of such services which
would constitute an offence under the Bribery Act 2010, the US Foreign Corrupt
Practices Act of 1977 or any other applicable anti-corruption legislation; or 
 
(ii)        any asset of any member of the Wider BG Group constitutes criminal
property as defined by section 340(3) of the Proceeds of Crime Act 2002 (but
disregarding paragraph (b) of that definition); or 
 
(iii)        any past or present member, director, officer or employee of the
BG Group, or any other person for whom any such person may be liable or
responsible, has engaged in any business with, made any investments in, made
any funds or assets available to or received any funds or assets from: (a) any
government, entity or individual in respect of which US or European Union
persons, or persons operating in those territories, are prohibited from
engaging in activities or doing business, or from receiving or making
available funds or economic resources, by US or European Union laws or
regulations, including the economic sanctions administered by the United
States Office of Foreign Assets Control, or HM Treasury & Customs; or (b) any
government, entity or individual targeted by any of the economic sanctions of
the United Nations, the United States, the European Union or any of its member
states; or 
 
(iv)        no member of the BG Group being engaged in any transaction which
would cause Shell to be in breach of any law or regulation upon its
acquisition of BG, including the economic sanctions of the United States
Office of Foreign Assets Control, or HM Treasury & Customers, or any
government, entity or individual targeted by any of the economic sanctions of
the United Nations, the United States, the European Union or any of its member
states. 
 
For the purposes of these Conditions the "Wider BG Group" means BG and its
subsidiary undertakings, associated undertakings and any other undertaking in
which BG and/or such undertakings (aggregating their interests) have a
significant interest and the "Wider Shell Group" means Shell and its
subsidiary undertakings, associated undertakings and any other undertaking in
which Shell and/or such undertakings (aggregating their interests) have a
significant interest and for these purposes "subsidiary undertaking" and
"undertaking" have the meanings given by the Companies Act 2006, "associated
undertaking" has the meaning given by paragraph 19 of Schedule 6 to the Large
and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008
other than paragraph 19(1)(b) of Schedule 6 to those Regulations which shall
be excluded for this purpose, and "significant interest" means a direct or
indirect interest in 20% or more of the equity share capital (as defined in
the Companies Act 2006). 
 
Part B: Waiver and Invocation of the Pre-Conditions and Conditions 
 
Shell reserves the right to waive, in whole or in part, all or any of the
Pre-Conditions in Appendix 1 of this Announcement or the Conditions in Part A
above, except for Conditions (a) (Scheme approval), (l) (Shell Shareholder
approval), (m) (UK listing), (n) (Euronext Amsterdam listing) and (o) (SEC
registration), which cannot be waived. 
 
Conditions (l) (Shell Shareholder approval), (m) (UK listing), (n) (Euronext
Amsterdam listing) and (o) (SEC registration), must be fulfilled by, and the
Pre-Conditions and Conditions (b) to (k) (inclusive) and (p) to (u)
(inclusive) fulfilled or waived by, no later than 11.59pm on the date
immediately preceding the date of the Scheme Court Hearing, failing which the
Scheme will lapse.  Shell shall be under no obligation to waive or treat as
satisfied any of the Pre-Conditions or Conditions which are capable of waiver
by a date earlier than the latest date specified above for the fulfilment or
waiver thereof, notwithstanding that the other Pre-Conditions or Conditions to
the Combination may at such earlier date have been waived or fulfilled and
that there are at such earlier date no circumstances indicating that any of
such Pre-Conditions or Conditions may not be capable of fulfilment. 
 
If Shell is required by the Panel to make an offer for BG Shares under the
provisions of Rule 9 of the City Code, Shell may make such alterations to any
of the above Conditions as are necessary to comply with the provisions of that
Rule. 
 
If the Pre-Condition set out in paragraph (a) (European Commission clearance)
of Appendix 1 is waived, the Scheme or Offer (as applicable) will lapse if:
(i) after the point at which the Pre-Condition is waived, the European
Commission either initiates Phase 2 proceedings in respect of the Combination
before the Court Meeting and the BG General Meeting; or (ii) it makes a
referral to a competent authority of the United Kingdom under Article 9(1) of
the Regulation and, after the point at which the Pre-Condition is waived, the
CMA then initiates a Phase 2 reference in respect of the Combination. 
 
Part C: Implementation by way of Offer 
 
Shell reserves the right (with the consent of the Panel) to implement the
Combination by way of an Offer: (i) with the consent of the BG Board; (ii) if
a third party announces a firm intention to make an offer for BG which is
recommended by the BG Board; or (iii) if the BG Board otherwise withdraws its
recommendation of the Combination. If the Combination is implemented by way of
an Offer, the consent of the Dutch Revenue Service to the issue of Shell B
Shares described in paragraph 13 would cease to be in force and the share
component of the Consideration would comprise Shell A Shares only. BG
Shareholders would in such circumstances (if Shell is permitted to exercise
its right to implement the Combination by way of an Offer) be entitled to
receive 383 pence in cash and 0.4454 Shell A Shares per BG Share. In such
event, such Offer will be implemented on the same terms, so far as applicable,
as those which would apply to the Scheme, subject to appropriate amendments to
reflect the change in method of effecting the Combination, including: (a) the
offer of Shell A Shares alone in respect of the share component of the
Consideration (as described in paragraph 13 of this Announcement); and (b)
(without limitation and subject to the consent of the Panel) an acceptance
condition that is set at 90% (or such lesser percentage, as Shell may, in
accordance with the provisions of the Co-operation Agreement, decide) (i) in
nominal value of the shares to which such Offer relates; and (ii) of the
voting rights attached to those shares, and that is subject to Shell and/or
(with the consent of the Panel) any members of the Shell Group having acquired
or agreed to acquire, whether pursuant to the Combination or otherwise, shares
carrying more than 50% of the voting rights normally exercisable at a general
meeting of BG, including, for this purpose, any such voting rights attaching
to BG Shares that are unconditionally allotted or issued before the Offer
becomes or is declared unconditional as to acceptances, whether pursuant to
the exercise of any outstanding subscription or conversion rights or
otherwise. 
 
Part D: Certain further terms of the Combination 
 
The availability of the Combination to persons not resident in the United
Kingdom may be affected by the laws of the relevant jurisdictions. Persons who
are not resident in the United Kingdom should inform themselves about and
observe any applicable requirements. 
 
The Combination will be governed by English law and be subject to the
jurisdiction of the English courts, to the conditions set out below and in the
formal Scheme Document and related form of election.  The Combination will
comply with the applicable rules and regulations of the FCA and the London
Stock Exchange and the City Code. 
 
Each of the Conditions shall be regarded as a separate Condition and shall not
be limited by reference to any other Condition. 
 
Fractions of New Shell Shares will not be allotted to BG Shareholders but will
be aggregated and sold as soon as practicable after the Scheme becomes
effective. The net proceeds of such sale will then be paid in cash to the
relevant BG Shareholders in accordance with their fractional entitlements.
Individual entitlements, however, to amounts of less than £5 will not be paid
but will be retained for the benefit of Shell. 
 
The New Shell Shares, which will be issued in connection with the Combination,
have not been and will not be registered under any of the relevant securities
laws of Canada, Japan or Australia and no regulatory clearance in respect of
the New Shell Shares has been, or will be, applied for in any jurisdiction
other than the UK, the Netherlands and, if applicable, the US. The New Shell
Shares may not be offered, sold or delivered, directly or indirectly, in
Canada, Japan or Australia except pursuant to exemptions from applicable
requirements of any such jurisdiction. 
 
The New Shell Shares will be issued credited as fully paid and will rank pari
passu in all respects with Shell shares in issue at the time the New Shell
Shares are issued pursuant to the Combination, including the right to receive
and retain dividends and other distributions declared, made or paid by
reference to a record date falling after the Effective Date.  Applications
will be made to the UK Listing Authority for the New Shell Shares to be
admitted to the Official List with a premium listing and to the London Stock
Exchange for the New Shell Shares to be admitted to trading.  Application will
also be made for admission to listing and trading of the New Shell Shares on
Euronext Amsterdam. 
 
BG Shares which will be acquired under the Combination will be acquired fully
paid and free from all liens, equities, charges, encumbrances, options, rights
of pre-emption and any other third party rights and interests of any nature
and together with all rights now or hereafter attaching or accruing to them,
including voting rights and the right to receive and retain in full all
dividends and other distributions (if any) declared, made or paid on or after
the date of this Announcement other than (i) the final dividend in respect of
the year ended 31 December 2014 of 14.37 cents (9.52 pence) per BG Share which
has already been announced by BG; (ii) any interim dividend in respect of the
six month period up to 30 June 2015 of not more than 14.38 cents per BG Share;
and (iii) if completion of the Combination occurs after the record date for
Shell's 2015 fourth quarter interim dividend, a further BG dividend in respect
of 2015 of not more than 14.37 cents per BG Share to which BG Shareholders
would be entitled. 
 
If any BG dividend, distribution or return of value is declared, announced,
made or paid at any time in excess of those described above, Shell reserves
the right to reduce the value implied under the terms of the Combination at
such date by an amount equal to the excess amount (based on the $/£ exchange
rate at the time of such declaration, announcement, making or payment). In
such circumstances, to the extent possible, the cash component of the
Consideration would be reduced by the amount of such excess. 
 
APPENDIX 3 
 
SOURCES OF INFORMATION AND BASES OF CALCULATION 
 
In this Announcement: 
 
1.         All references to BG Shares are to BG ordinary shares of 10 pence
each, references to Shell A Shares are to Shell A ordinary shares of E0.07
each and to Shell B Shares are to Shell B ordinary shares of E0.07 each. 
 
2.         The aggregate value of the cash component of the Consideration of
£13.2 billion is calculated by multiplying the offered amount of 383 pence in
cash per BG Share by BG's fully diluted share capital (as referred to in
paragraph 6 below). 
 
3.         The aggregate value of the share component of the Consideration of
£33.8 billion is calculated by multiplying the number of Shell B Shares to be
issued under the terms of the Combination (as referred to in paragraph 7(B)
below) by the price per Shell B Share of 2,208.5 pence (being the Closing
Price on 7 April 2015, the last Business Day prior to the date of this
Announcement). 
 
4.         The value attributed to the entire existing issued and to be issued
share capital of BG under the terms of the Combination of £47.0 billion is the
sum of the aggregate value of the cash component and the aggregate value of
the share component of the Consideration (as referred to in paragraphs 2 and 3
above respectively). 
 
5.         The percentage of the share capital of the Combined Group that will
be owned by BG Shareholders of 19% is calculated by dividing the number of
Shell B Shares to be issued under the terms of the Combination referred to in
paragraph 7(B) below by the issued share capital of the Combined Group (as set
out in paragraph 7 below) and multiplying the resulting sum by 100 to produce
a percentage. 
 
6.         The fully diluted share capital of BG of 3,439,117,047 BG Shares is
calculated on the basis of: 
 
(A)        BG's issued share capital as at the close of business on 7 April
2015 (being the last Business Day prior to the date of this Announcement) of
3,414,440,911 BG Shares (excluding 206,948,325 treasury shares); and 
 
(B)        24,676,136 BG Shares which may be issued on or after the date of
this Announcement on the exercise of options or vesting of awards under the BG
Share Plans, as at the close of business on 7 April 2015 (being the last
Business Day prior to the date of this Announcement), but excluding any
vestings, exercises and lapses under the BG Share Plans since 31 December
2014. 
 
7.         The share capital of the Combined Group (being 7,866,778,228) has
been calculated as the sum of: 
 
(A)        a total number of 6,334,995,495 Shell Shares, being the sum of
3,894,584,881 Shell A Shares and 2,440,410,614 Shell B Shares in issue (as at
the close of business on 7 April 2015, the last Business Day prior to the date
of this Announcement); and 
 
(B)        1,531,782,733 Shell B Shares which would be issued under the terms
of the Combination (being 0.4454 Shell B Shares to be issued per BG Share
multiplied by the fully diluted share capital of BG as referred to in
paragraph 6 above). 
 
On the date of this Announcement Shell holds no ordinary shares in treasury. 
 
8.         Unless otherwise stated, all prices quoted for Shell and BG Shares
have been derived from the Daily Official List of the London Stock Exchange
and represent closing middle market prices on the relevant date. 
 
9.         The premium calculations to the price per BG Share have been
calculated by reference to the 90 trading day volume weighted average price of
a Shell B Share of 2,170.3 pence and of a BG Share of 890.4 pence, and the
Closing Price of a Shell B Share of 2,208.5 pence and of a BG Share of 910.4
pence, as of 7 April 2015 (being the last Business Day prior to the date of
this Announcement). 
 
10.        The 90 trading day volume weighted average prices of a Shell B
Share and of a BG Share as of 7 April 2015 are derived from data provided by
Bloomberg and refer to trading on the London Stock Exchange only. 
 
11.        Unless otherwise stated: 
 
(A)        historic financial information relating to Shell has been extracted
or derived (without material adjustment) from the audited financial statements
of Shell contained in Shell's Annual Report and Accounts and Form 20-F for the
financial year ended 31 December 2014 or from Shell's management sources; and 
 
(B)        historic financial information relating to BG has been extracted or
derived (without material adjustment) from the audited financial statements of
BG contained in BG's Annual Report and Accounts for the financial year ended
31 December 2014. 
 
12.        The synergy numbers are unaudited and are based on analysis by
Shell's management and on Shell's internal records. Further information
underlying the Quantified Financial Benefits Statement contained in paragraph
6 of this Announcement is provided in Appendix 5. 
 
13.        The timing expectations set out in this Announcement assume that
the Combination would be completed in early 2016. 
 
14.        Information relating to oil and gas production has been extracted
from Shell's Annual Report and Accounts and Form 20-F for the financial year
ended 31 December 2014 and from Shell management information (in the case of
information relating to Shell) and from BG's Annual Report and Accounts for
the financial year ended 31 December 2014 (in the case of information relating
to BG). Forward looking production estimates have been compiled by Shell
management. 
 
15.        The information relating to Shell's proved reserves has been
extracted from Shell's Annual Report and Accounts and Form 20-F for the
financial year ended 31 December 2014 and the information relating to BG's
proved reserves has been extracted from BG's Annual Report and Accounts for
the financial year ended 31 December 2014. Shell's proved reserves estimates
are calculated pursuant to SEC Rules; BG adopts the reserves definitions and
guidelines consistent with the Petroleum Resources Management System published
by the Society of Petroleum Engineers. If the Combination is completed, the
reserves of the Combined Group will be determined and reported on an SEC
basis. Accordingly, the reported reserves will likely differ from the
estimates provided for the Combined Group and such differences could be
material. 
 
16.        For the purpose of this announcement, Shell defines return on
average capital employed as income for the relevant period on a clean current
cost of supply ("CCS") basis as a percentage of the average capital employed
for the period. Forward looking assessments of the impact of the Combination
on Shell's return on average capital employed have been compiled by Shell
management. 
 
17.        Shell's forward looking estimates of cash flow from operations by
around 2020 have been compiled by Shell management and assume $90/bbl Brent
oil prices (on a 2014 real terms basis). 
 
18.        Shell management's assessment of the timing and size of share
buybacks is subject to progress with debt reduction and oil prices recovering
towards the middle of Shell's long term planning range of $70-$90-$110 per
barrel. 
 
19.        Where amounts are shown in both US dollars and sterling in this
Announcement, an exchange rate of £1.00/US$1.4857 has been used, which was
derived from data provided by Bloomberg as at 4.30 p.m. London Time on 7 April
2015 (being the last Business Day prior to the date of this Announcement). 
 
20.        Certain figures included in this Announcement have been subject to
rounding adjustments. 
 
APPENDIX 4 
 
DETAILS OF IRREVOCABLE UNDERTAKINGS 
 
 Name of BG Director  Number of BG Shares  Percentage of BG issued share capital (excluding treasury shares)  
 Andrew Gould         65,000               0.001904                                                           
 Helge Lund           16,771               0.000491                                                           
 Simon Lowth          28,913               0.000847                                                           
 Sir John Hood        8,795                0.000258                                                           
 Vivienne Cox         4,557                0.000133                                                           
 Pam Daley            32,000               0.000937                                                           
 Martin Ferguson      57                   0.000002                                                           
 Baroness Hogg        18,466               0.000541                                                           
 Caio Koch-Weser      3,600                0.000105                                                           
 Lim Haw Kuang        5,087                0.000149                                                           
 Sir David Manning    3,412                0.000100                                                           
 Mark Seligman        22,126               0.000648                                                           
 Patrick Thomas       8,780                0.000257                                                           
 TOTAL                217,564              0.006372                                                           
 
 
APPENDIX 5 
 
QUANTIFIED FINANCIAL BENEFITS STATEMENT 
 
Part A 
 
Paragraph 6 of this Announcement (Synergy potential of the Combination)
contains statements of estimated cost savings and synergies arising from the
Combination (together, the "Quantified Financial Benefits Statement"). 
 
A copy of the Quantified Financial Benefits Statement is set out below: 
 
"Shell and BG have a good portfolio and country fit which offer synergy
potential in a number of areas. 
 
Shell is confident that, as a direct result of the Combination, the Combined
Group could generate attractive synergies and create additional shareholder
value. Shell has identified pre-tax synergies that are expected to reach $2.5
billion per annum in 2018, comprising $1 billion of operating cost savings and
a $1.5 billion reduction in exploration expenditure. As reported below, Shell
is also confident of realising additional synergies that cannot be quantified
for reporting under the City Code at this time. 
 
The potential sources of quantified cost savings, which are in addition to
savings previously targeted by Shell and BG separately, include savings from: 
 
·      corporate, administrative, organisational and IT operational
efficiencies; 
 
·      efficiencies in marketing and shipping costs; 
 
·      efficiencies in operated procurement spend; and 
 
·      the reduction in exploration expenditure enabled by high-grading and
optimisation of the combined exploration portfolio. 
 
These savings would be incremental to any savings already planned by Shell. 
 
The cost savings referred to in the first two bullets above are expected to be
recurring. 
 
Shell estimates that the implementation of the operating cost savings would
give rise to one-off costs of approximately $980 million incurred in the first
three years post completion to the end of 2018, of which approximately 65%
would be incurred in 2016 and 30% in 2017.  No material costs are expected to
arise in relation to the implementation of the reduction in exploration
expenditure." 
 
In identifying these synergies, the Shell Directors have formulated the
following bases of belief: 
 
·      Corporate, administrative, organisational and IT operational
efficiencies: $870 million from the de-duplication of overlapping back office
and business support functions, the elimination of overlapping support costs,
office consolidation, the migration of BG onto Shell IT systems, and removal
of duplicative corporate costs; 
 
·      Efficiencies in operated procurement spend ($90 million), and marketing
and shipping costs ($50 million): $140 million from economies of scale in
addressable operating, capital and raw material cost areas and optimisation of
shipping and marketing; and 
 
·      Reduction in exploration expenditure: $1.5 billion from the reduction
in exploration expenditure enabled by high-grading and optimisation of the
combined exploration portfolio. 
 
The Shell Directors expect that these synergies would be delivered
progressively, and anticipate that 50% on a run rate basis would be achieved
by the end of 2016, 80% by the end of 2017, and the full run-rate in 2018. 
 
Aside from the one-off costs referred to in the statement above, the Shell
Directors do not expect any material dis-synergies to arise in connection with
the Combination. 
 
Bases of belief 
 
In preparing the Quantified Financial Benefits Statement, BG has provided
Shell with certain operating and financial information to facilitate a
detailed analysis in support of evaluating the potential synergies available
from the Combination. In circumstances where data has been limited for
commercial or other reasons, the team has made estimates and assumptions to
aid its development of individual synergy initiatives. 
 
The cost base used as the basis for the quantified exercise is that contained
in BG's 2014 Annual Report and Accounts. 
 
The assessment and quantification of the potential synergies have in turn been
informed by Shell management's industry experience as well as their experience
of executing and integrating past acquisitions. 
 
In arriving at the estimate of synergies set out in this Announcement,
following discussions with BG, the Shell Directors made the following
operational assumptions: 
 
·      as regards headcount, Shell has assumed salary levels proportional to
Shell's own salaries by grade, aligned to BG reported employee expenditure; 
 
·      as regards IT costs, Shell anticipates transitioning BG support
function activities (such as Finance, HR etc.) onto Shell's existing systems
and legacy BG support function systems will cease to be used. Project IT,
infrastructure and certain enterprise resource planning systems are assumed to
be at least partially integrated into Shell; 
 
·      as regards synergies targeting procurement expenditure for operating
assets, these are based on scale reductions in operating and capital
expenditure forecasts informed by third party analysts data; 
 
·      as regards synergies targeting shipping and marketing, these are based
on scale efficiencies across global marketing and shipping operations of the
Combined Group; and 
 
·      the targeted operating cost savings synergies assume inflation at 2%
per annum; exploration expenditure savings do not include inflation. 
 
The Shell Directors have, in addition, assumed that: 
 
·      the Combination will be completed in the first quarter of 2016 for
these purposes; 
 
·      following completion of the transaction, Shell will own 100% of the
ordinary share capital of BG; 
 
·      there will be no significant impact on the underlying operations of
either company or their ability to continue to conduct their businesses; 
 
·      there will be no material change to macroeconomic, political or legal
conditions in the markets or regions in which Shell and BG operate that
materially impact on the implementation or costs to achieve the proposed cost
savings; 
 
·      there will be no material change in current foreign exchange rates;
and 
 
·      there will be no change in tax legislation or tax rates in the
countries in which Shell and BG operate that could materially impact the
ability to achieve any benefits. 
 
The Shell Directors consider that the expected benefits will accrue as a
direct result of the Combination and could not be achieved independently of
the Combination. 
 
Reports 
 
As required by Rule 28.1(a) of the City Code, Deloitte LLP, as reporting
accountants to Shell, and Bank of America Merrill Lynch, financial adviser to
Shell, have provided the opinions required under that Rule. Each of Deloitte
LLP and Bank of America Merrill Lynch has given and has not withdrawn its
consent to the publication of its report in the form and context in which it
is included. 
 
Notes: 
 
1.         The statements of estimated synergies relate to future actions and
circumstances which, by their nature, involve risks, uncertainties and
contingencies. As a result, the synergies referred to may not be achieved, or
may be achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. 
 
2.         Due to the scale of the Combined Group, there may be additional
changes to the Combined Group's operations. As a result, and given the fact
that the changes relate to the future, the resulting synergies may be
materially greater or less than those 

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