Shell plc recommends shareholders reject
mini-tender offer by TRC Capital Investment
Corporation
Issued: December 8, 2022, London UK
Shell plc ("Company") has been notified of an
unsolicited "mini-tender" offer by TRC Capital Investment
Corporation ("TRC") to purchase up to 2,000,000 American Depositary
Shares ("ADSs"), or approximately 0.06 percent of the outstanding
issued ordinary shares of the Company as at the close of business
on December 7, 2022, at a price of $53.25 per ADS in
cash. As described by TRC in its offer document, its offer is being
made at a 4.52 percent discount to the closing price
of $55.77 per ADS on the New York Stock Exchange on
November 11, 2022, the last trading day before the offer commenced,
and is below the closing price of $56.35 per ADS on the New
York Stock Exchange on December 7, 2022.
The Company does not endorse TRC's offer and
recommends that ADS holders reject the offer and do not tender
their ADSs in response to the offer by TRC. This mini-tender offer
is at a price below the closing price for the Company’s ADSs (as of
the last trading day prior to the offer) and is subject to
numerous conditions. According to TRC's offer document, ADS holders
who have already tendered their shares may withdraw their ADSs at
any time prior to 12:01 a.m. New York City time, on
Wednesday, December 14, 2022, the expiration date set forth in the
offer document (unless extended), by written notice described in
the offer document. The Company urges ADS holders to obtain current
market quotes for their ADSs, to review the conditions to TRC's
mini-tender offer, to consult with their brokers or financial
advisors and to exercise caution with respect to this mini-tender
offer. Shell is in no way associated with TRC, the
mini-tender offer or the offer document.
The Company understands that TRC has made many
similar, unsolicited mini-tender offers for shares of other
companies. Mini-tender offers seek less than 5 percent of a
company's outstanding shares, thereby avoiding many disclosure and
procedural requirements of the Securities and Exchange Commission
(the "SEC") that apply to offers for more than 5 percent of a
company's outstanding shares. As a result, mini-tender offers do
not provide investors with the same level of protection as provided
by larger tender offers under United States securities
laws. The SEC has issued guidance for investors regarding
mini-tender offers on its website
at www.sec.gov/investor/pubs/minitend.htm. The SEC has
cautioned investors that some mini-tender offers "have been
increasingly used to catch investors off guard" and that investors
"may end up selling their securities at below-market prices."
The Company encourages brokers and dealers, as
well as other market participants, to review the SEC's
recommendations to broker-dealers when considering dissemination of
mini-tender offer information, which can be found on the SEC’s
website (see hyperlink at the foot of this document).
The Company requests that a copy of this
announcement be included with all distributions of materials
relating to TRC's mini-tender offer relating to the Company’s
ADSs.
Cautionary
NoteThe companies in which Shell plc directly and
indirectly owns investments are separate legal entities. In this
announcement “Shell”, “Shell Group” and “Group” are sometimes used
for convenience where references are made to Shell plc and its
subsidiaries in general. Likewise, the words “we”, “us” and “our”
are also used to refer to Shell plc and its subsidiaries in general
or to those who work for them. These terms are also used where no
useful purpose is served by identifying the particular entity or
entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell
companies” as used in this announcement refer to entities over
which Shell plc either directly or indirectly has control. Entities
and unincorporated arrangements over which Shell has joint control
are generally referred to as “joint ventures” and “joint
operations”, respectively. “Joint ventures” and “joint operations”
are collectively referred to as “joint arrangements”. Entities over
which Shell has significant influence but neither control nor joint
control are referred to as “associates”. The term “Shell interest”
is used for convenience to indicate the direct and/or indirect
ownership interest held by Shell in an entity or unincorporated
joint arrangement, after exclusion of all third-party interest.
Forward-Looking StatementsThis
announcement contains forward-looking statements (within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995) concerning the financial condition, results of operations and
businesses of Shell. 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 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 “aim”, “ambition”, ‘‘anticipate’’, ‘‘believe’’,
‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘goals’’, ‘‘intend’’,
‘‘may’’, “milestones”, ‘‘objectives’’, ‘‘outlook’’, ‘‘plan’’,
‘‘probably’’, ‘‘project’’, ‘‘risks’’, “schedule”, ‘‘seek’’,
‘‘should’’, ‘‘target’’, ‘‘will’’ and similar terms and phrases.
There are a number of factors that could affect the future
operations of Shell 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, judicial,
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; (m) risks associated with the impact of pandemics, such as
the COVID-19 (coronavirus) outbreak; and (n) changes in trading
conditions. No assurance is provided that future dividend payments
will match or exceed previous dividend payments. 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 plc’s
Form 20-F for the year ended December 31, 2021 (available at
www.shell.com/investor and www.sec.gov). These risk factors also
expressly qualify all forward-looking statements contained in this
announcement and should be considered by the reader. Each
forward-looking statement speaks only as of the date of this
announcement, December 8, 2022. Neither Shell plc nor any of its
subsidiaries 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.
Shell’s net carbon footprintAlso, in this
announcement we may refer to Shell’s “Net Carbon Footprint” or “Net
Carbon Intensity”, which include Shell’s carbon emissions from the
production of our energy products, our suppliers’ carbon emissions
in supplying energy for that production and our customers’ carbon
emissions associated with their use of the energy products we sell.
Shell only controls its own emissions. The use of the term Shell’s
“Net Carbon Footprint” or “Net Carbon Intensity” are for
convenience only and not intended to suggest these emissions are
those of Shell plc or its subsidiaries.
Shell’s net-Zero Emissions TargetShell’s
operating plan, outlook and budgets are forecasted for a ten-year
period and are updated every year. They reflect the current
economic environment and what we can reasonably expect to see over
the next ten years. Accordingly, they reflect our Scope 1, Scope 2
and Net Carbon Footprint (NCF) targets over the next ten years.
However, Shell’s operating plans cannot reflect our 2050 net-zero
emissions target and 2035 NCF target, as these targets are
currently outside our planning period. In the future, as society
moves towards net-zero emissions, we expect Shell’s operating plans
to reflect this movement. However, if society is not net zero in
2050, as of today, there would be significant risk that Shell may
not meet this target.
Forward Looking Non-GAAP measuresThis
announcement may contain certain forward-looking non-GAAP measures.
We are unable to provide a reconciliation of these forward-looking
Non-GAAP measures to the most comparable GAAP financial measures
because certain information needed to reconcile those Non-GAAP
measures to the most comparable GAAP financial measures is
dependent on future events some of which are outside the control of
Shell, such as oil and gas prices, interest rates and exchange
rates. Moreover, estimating such GAAP measures with the required
precision necessary to provide a meaningful reconciliation is
extremely difficult and could not be accomplished without
unreasonable effort. Non-GAAP measures in respect of future periods
which cannot be reconciled to the most comparable GAAP financial
measure are calculated in a manner which is consistent with the
accounting policies applied in Shell plc’s consolidated financial
statements.
The contents of websites referred to in this
announcement do not form part of this announcement.
We may have used certain terms, such as
resources, in this announcement that the United States Securities
and Exchange Commission (SEC) strictly prohibits us from including
in our filings with the SEC. Investors are urged to consider
closely the disclosure in our Form 20-F, File No 1-32575, available
on the SEC website www.sec.gov.
Link to SEC’s recommendations to broker dealers:
https://www.sec.gov/divisions/marketreg/minitenders/sia072401.htm#:~:text=You%20may%20obtain%20additional%20information%20about%20mini-tender%20offers,your%20shares%20in%20a%20mini-tender%20offer.%20More%20items
Enquiries
Media International: +44 (0) 207 934 5550
Media Americas: +1 832 337 4335
LEI number of Shell plc: 21380068P1DRHMJ8KU70
Classification: Additional Regulated Information required to be
disclosed under the laws of the United Kingdom
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