TIDMSHELL
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
https://www.globenewswire.com/Tracker?data=YyYePyE82bqjCwHg5s28Bsl0GtGezvRAUzVlqn63Q5lgq6qXbdhDk425PMPSP82nZfoeg5emlD3Q8J-ffXs08uVqZwegFNFsojo1-TlvwmRlk8kQjBefgKixSDY7K9nea-HDfR7WBbTp0liY05Z16xU7EJwqYCXIuGaVJ1cCVqld_Rm8gcx1vj70-UqHYDWn
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 Note
The 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 Statements
This 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
https://www.globenewswire.com/Tracker?data=YyYePyE82bqjCwHg5s28Bs_kqDy-ahleh4DpuqY8CallxZe3pt3kiO5QDpssfkNJGBsvnXebIPxXUtCSzq7kYXXN5f8T5gyO4ScuPG_cjAA=
www.shell.com/investor and
https://www.globenewswire.com/Tracker?data=YyYePyE82bqjCwHg5s28BgcPJiXcnkI0H2IhA88L5zLt0Kuy_PuehO0tI-HMcWSPxb6C4ZUxgBm29dxR0Vy6Yg==
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 footprint
Also, 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 Target
Shell'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 measures
This 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
(END) Dow Jones Newswires
December 08, 2022 11:28 ET (16:28 GMT)
Copyright (c) 2022 Dow Jones & Company, Inc.
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