REG-Royal Dutch Shell: Shell-BG recommended combination receives FIRB clearance <Origin Href="QuoteRef">RDSa.L</Origin>

ShellAnnouncement

03/12/2015 07:10

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN OR
INTO ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF SUCH JURISDICTION                                      
                                                                        
For immediate release                                                   
3 December 2015                                                         
                                                                        
                                                                        
Shell-BG recommended combination receives final Australian regulatory   
clearance                                                               
                                                                        
The Hague, 3 December 2015 - Royal Dutch Shell plc ("Shell") today      
announced that its recommended combination with BG Group plc ("BG") has 
received approval from the Australian Foreign Investment Review Board   
(FIRB).                                                                 
                                                                        
Shell will commit to undertake a cooperative compliance approach to     
taxation arrangements for QGC, in line with our preferred approach      
elsewhere. QGC is a wholly-owned subsidiary of BG.                      
                                                                        
Today's approval by FIRB follows unconditional approval by the          
Australian Competition and Consumer Commission ("ACCC") on 19 November  
2015 and completes the regulatory review process in Australia.          
                                                                        
Together with the previously announced clearances in Brazil and EU, four
of the five pre-conditions to the combination have now been satisfied.  
The one remaining pre-conditional clearance is from China's Ministry of 
Commerce (MOFCOM).                                                      
                                                                        
Commenting on the FIRB clearance Shell CEO, Ben van Beurden, said: "I am
very pleased to receive this news. The FIRB approval is an important    
step towards deal completion."                                          
                                                                        
He added: "The addition of BG's integrated gas assets in Australia to   
Shell's global portfolio is one of the main strategic drivers behind the
recommended combination. The Shell-BG combination is a sign of Shell's  
confidence in the Australian economy. It is also a springboard to change
Shell into a simpler, more profitable and resilient company. We remain  
on track to complete the deal in early 2016."                           
                                                                        
The pre-conditions and conditions to the combination are set out in the 
8 April deal announcement.                                              
                                                                        
Ends                                                                    
                                                                        
                                                                        
Enquiries:                                                              
                                                                        
Shell                                                                   
Shell Media Relations                                                   
International:              +44 207 934 5550                            
Australia:                    +61 417 007 344                           
Americas:                   +1 713 241 4544                             
                                                                        
Shell Investor Relations                                                
Europe:                       + 31 70 377 4540                          
North America:           +1 832 337 2034                                
                                                                        
                                                                        
Additional Information                                                  
                                                                        
This announcement is not intended to and does not constitute or form    
part of any offer to sell or subscribe for or any invitation to purchase
or subscribe for any securities or the solicitation of any vote or      
approval in any jurisdiction pursuant to the Shell-BG combination or    
otherwise, nor shall there be any sale, issuance or transfer of         
securities of Shell or BG pursuant to the Shell-BG combination in any   
jurisdiction in contravention of applicable laws.                       
                                                                        
This announcement does not constitute a prospectus or prospectus        
equivalent document.                                                    
                                                                        
Overseas jurisdictions                                                  
The release, publication or distribution of this announcement in        
jurisdictions other than the United Kingdom may be restricted by law and
therefore any persons who are subject to the laws of any jurisdiction   
other than the United Kingdom should inform themselves about, and       
observe, any applicable requirements. The information disclosed may not 
be the same as that which would have been disclosed if this announcement
had been prepared in accordance with the laws of jurisdictions outside  
the United Kingdom.                                                     
                                                                        
Forward looking statements                                              
This announcement contains certain forward looking statements with      
respect to the financial condition, results of operations and businesses
of Shell and BG and their respective groups, and certain plans and      
objectives of Shell with respect to the combined 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, BG and the combined                    
group to market risks and statements expressing management's            
expectations, beliefs, estimates, forecasts, projections and            
assumptions, including as to future potential cost savings, synergies,  
earnings, cash flow, return on average capital employed, production and 
prospects. 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, BG and the combined group and that could cause 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, BG and the combined group'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 risk factors that may
affect future results are contained in Shell's Form 20-F for the year   
ended 31 December 2014 (available at www.shell.com/investor and         
www.sec.gov). These risk factors expressly qualify all forward looking  
statements contained in this Announcement and should also be considered 
by the reader.                                                          
                                                                        
For a discussion of important factors which could cause actual results  
to differ from forward looking statements relating to BG and the BG     
group, refer to BG's Annual Report and Accounts for the year ended 31   
December 2014.                                                          
                                                                        
Each forward looking statement speaks only as of the date of this       
Announcement. None of Shell, the Shell group, BG or the BG group        
undertakes any obligation to publicly update or revise any forward      
looking statement as a result of new information, future events or      
otherwise, except to the extent legally required. In light of these     
risks, results could differ materially from those stated, implied or    
inferred from the forward looking statements contained in this          
announcement.                                                           
                                                                        
In accordance with Rule 26.1 of the Code, a copy of this announcement is
also available on the website of Shell at: www.shell.com.               
                                                                        
For the avoidance of doubt, the contents of the website referred to in  
this announcement are not incorporated into and do not form part of this
announcement.                                                           



END



Copyright © 2015 PR Newswire Association, LLC. All Rights Reserved