REG-Royal Dutch Shell: Shell Midstream Partners, L.P. launches IPO <Origin Href="QuoteRef">RDSa.L</Origin>

ShellAnnouncement

24/11/2014 14:41

Shell Midstream Partners, L.P. launches Initial Public Offering

The Hague, 20 October 2014 - Shell Midstream Partners, L.P., a limited
partnership formed by Royal Dutch Shell, announced today that it has launched
its initial public offering of 37,500,000 common units, representing limited
partner interests. The common units are expected to be listed on the New York
Stock Exchange under the ticker symbol "SHLX." The underwriters of the offering
will have a 30-day option to purchase up to an additional 5,625,000 common
units from Shell Midstream Partners.

The common units being offered represent a 27.2 percent limited partner
interest in Shell Midstream Partners, or a 31.3 percent limited partner
interest if the underwriters exercise in full their option to purchase
additional common units. Royal Dutch Shell, through certain of its
subsidiaries, will own the remaining limited partner interest in Shell
Midstream Partners, as well as its 2.0 percent general partner interest.

Barclays, Citigroup, Morgan Stanley and UBS Investment Bank are acting as
book-running managers for the offering. Credit Suisse, Goldman Sachs, JP
Morgan, Wells Fargo, RBC Capital Markets and Credit Agricole are acting as
co-managers. The offering is being made only by means of a prospectus. Once it
becomes available, potential investors can obtain a prospectus that meets the
requirements of Section 10 of the Securities Act of 1933 from:

Barclays                                Citigroup                              
c/o Broadridge Financial Solutions      c/o Broadridge Financial Solutions     
1155 Long Island Avenue                 1155 Long Island Avenue                
Edgewood, NY 11717                      Edgewood, New York 11717               
Phone: 1-888-603-5847                   Phone: 1-800- 831-9146                 
barclaysprospectus@broadridge.com       prospectusdept@citi.com                
                                                                               
Morgan Stanley                          UBS Investment Bank                    
Attention: Prospectus Department        Attn: Prospectus Dept.                 
180 Varick Street                       299 Park Avenue                        
New York, New York 10014                New York, New York 10171               
Prospectus@morganstanley.com            Phone: 1-888-827-7275                  

When available, to obtain a copy of the prospectus free of charge, visit the
SEC's website, www.sec.gov, and search under the registrant's name, "Shell
Midstream Partners."

A registration statement relating to the common units has been filed with the
Securities and Exchange Commission but has not yet become effective. The common
units may not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy these
securities, nor shall there be any sales of the securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.

About Shell Midstream Partners
Shell Midstream Partners is a fee-based, growth-oriented master limited
partnership recently formed by Royal Dutch Shell to own, operate, develop and
acquire pipelines and other midstream assets. Shell Midstream Partners' initial
assets consist of interests in entities that own crude oil and refined products
pipelines serving as key infrastructure to transport growing onshore and
offshore crude oil production to Gulf Coast refining markets and to deliver
refined products from those markets to major demand centres.

                                                                               
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Enquiries

Shell Media Relations
International: +44 207 934 5550
Americas: +1 713 241 4544

Shell Investor Relations
International: +31 70 377 4540
North America: +1 832 337 2034

Cautionary note

The companies in which Royal Dutch Shell plc directly and indirectly owns
investments are separate 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 subsidiaries in general or
to those who work for them. These expressions are also used where no useful
purpose is served by identifying the particular company or companies.
"Subsidiaries", "Shell subsidiaries" and "Shell companies" as used in this
announcement refer to companies in which Shell either directly or indirectly
has control, by having either a majority of the voting rights or the right to
exercise a controlling influence. The companies in which Shell has significant
influence but not control are referred to as "associated companies" or
"associates" and companies in which Shell has joint control are referred to as
"jointly controlled entities". In this announcement, associates and jointly
controlled entities are also referred to as "equity-accounted investments". The
term "Shell interest" is used for convenience to indicate the direct and/or
indirect ownership interest held by Shell in a venture, partnership or company,
after exclusion of all third-party interest.

This announcement contains forward looking statements concerning the financial
condition, results of operations and businesses of Shell and the Shell Group.
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 and
the Shell Group 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 "anticipate", "believe", "could", "estimate", "expect", "goals",
"intend", "may", "objectives", "outlook", "plan", "probably", "project",
"risks", "seek", "should", "target", "will" and similar terms and phrases.
There are a number of factors that could affect the future operations of Shell
and the Shell Group 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. 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 factors that may affect future results are contained in Shell's 20-F
for the year ended 31 December 2013 (available at www.shell.com/investor and
www.sec.gov). These factors also should be considered by the reader.  Each
forward looking statement speaks only as of the date of this announcement, 20
October 2014. Neither Shell nor any of its subsidiaries nor the Shell Group
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.



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