REG-Royal Dutch Shell: Shell's offer for BG: supplementary prospectus <Origin Href="QuoteRef">RDSa.L</Origin>

ShellAnnouncement

20/01/2016 07:50

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. THIS ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A
PROSPECTUS. INVESTORS SHOULD NOT PURCHASE OR SUBSCRIBE FOR ANY SHARES REFERRED
TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE ORIGINAL
PROSPECTUS (AS DEFINED BELOW), AS SUPPLEMENTED BY THE SUPPLEMENTARY PROSPECTUS
(AS DEFINED BELOW) WHICH IS BEING PUBLISHED TODAY.  COPIES OF THE SUPPLEMENTARY
PROSPECTUS WILL, FOLLOWING PUBLICATION, BE AVAILABLE FROM THE REGISTERED OFFICE
OF SHELL AND IN ELECTRONIC FORM AT WWW.SHELL.COM, SUBJECT TO CERTAIN ACCESS
RESTRICTIONS APPLICABLE TO PERSONS RESIDENT OUTSIDE THE UK.

For immediate release
20 January 2016

Shell's recommended cash and share offer for BG Group plc: publication of
supplementary prospectus

The Hague, 20 January 2016 - As envisaged in the expected timetable of
principal events which is set out in the prospectus published by Royal Dutch
Shell plc ("Shell") on 22 December 2015 (the "Original Prospectus") in relation
to the proposed issue of new Shell shares in connection with the recommended
cash and share offer (the "Combination") by Shell for BG Group plc ("BG"),
Shell has published an update on its fourth quarter and full year unaudited
results and BG has published an operational and trading update on 20 January
2016 (together, the "Announcements").

Shell announces that the UK Listing Authority has approved a supplementary
prospectus in relation to the Announcements dated 20 January 2016 (the "
Supplementary Prospectus").

Enquiries

Shell Media Relations

International: +44 207 934 5550

Americas: +1 713 241 4544

Shell Investor Relations

Europe: + 31 70 377 4540

North America: +1 832 337 2034

Cautionary note

This announcement is for information purposes only.  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
recommended Combination of Shell and BG or otherwise nor shall there be any
sale, issuance or transfer of securities of Shell or BG pursuant to the
Combination in any jurisdiction in contravention of applicable laws.  Investors
should not make any investment decision except on the basis of information in
the Original Prospectus and the Supplementary Prospectus. Copies of the
Original Prospectus and the Supplementary Prospectus are available from the
registered office of Shell and in electronic form at www.shell.com, subject to
certain access restrictions applicable to persons resident outside the UK.

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.

The Combination will be made solely by means of the scheme document published
by BG on 22 December 2015 which contains the full terms and conditions of the
Combination including details of how BG shareholders may vote in respect of the
proposed Combination.

The release, presentation, 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. Any failure to comply with applicable requirements may
constitute a violation of the laws and/or regulations of any such jurisdiction.

This announcement does not constitute a prospectus or prospectus equivalent
document.

Notice to BG shareholders resident in France

A copy of the Supplementary Prospectus approved by the UK Listing Authority and
the certificate of approval have been or will be served on the Autorité des
marchés financiers ("AMF"). A copy of the French translation of the amendments
to the summary of the Original Prospectus has been or will be made available
free of charge at www.amf-france.org.

Notice to BG shareholders resident in India

The information contained in this announcement is directed to each BG
shareholder and does not constitute an offer or invitation or solicitation of
an offer to the public or to any person or class of investors resident in
India.



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