Press Release
September 5, 2024
Shell plc Commences Any and All
ExchangeOffers of Up To Twelve
Seriesof USD Notes Issued by Shell International
Finance B.V.
Shell plc (“Shell”) (LSE: SHEL) (NYSE: SHEL)
(EAX: SHELL) today announced the commencement of offers to exchange
(the “Exchange Offers” and each, an “Exchange Offer”) any and all
validly tendered (and not validly withdrawn) and accepted notes up
to a maximum aggregate principal amount of $10 billion (the
“Maximum Amount”) of twelve series of notes issued by Shell
International Finance B.V. (“Shell International Finance” and such
notes, the “Old Notes”) for a combination of cash and a
corresponding series of new notes to be issued by Shell Finance US
Inc. (“Shell Finance US”) and fully and unconditionally guaranteed
by Shell plc (the “New Notes”), as described in the table below.
Each series of New Notes will have the same interest rate, maturity
date, optional redemption date and interest payment dates as the
corresponding series of Old Notes for which they are being offered
in exchange and other terms that are substantially identical to the
Old Notes, except for the issuing entity and other minor exceptions
as described in the Prospectus (as defined below). A Registration
Statement on Form F-4 (the “Registration Statement”), including a
preliminary prospectus (the “Prospectus”), which is subject to
change, relating to the issuance of the New Notes was filed with
the Securities and Exchange Commission (“SEC”) today but has not
yet been declared effective. The New Notes may not be sold or
exchanged for Old Notes, nor may offers to buy be accepted, prior
to the time the Registration Statement is declared effective by the
SEC.
Shell is conducting the Exchange Offers to migrate
the existing Old Notes from Shell International Finance B.V. to
Shell Finance US Inc. in order to optimize the Shell Group’s
capital structure and align indebtedness with its U.S.
business.
If any series of Old Notes is accepted for
exchange, all Old Notes of that series that are validly tendered
and not validly withdrawn will be accepted for exchange.
Accordingly, no series of Old Notes will be subject to proration
pursuant to the Exchange Offers.
The aggregate principal amount of Old Notes that
are accepted for exchange will be based on the order of acceptance
priority for such series as set forth in the table below (the
“Acceptance Priority Levels”), with Acceptance Priority Level 1
being the highest and Acceptance Priority Level 12 being the
lowest, subject to the Minimum Size Condition and the Maximum
Amount Condition (each as described below).
Aggregate Principal Amount Outstanding ($MM) |
Title of Series of Notes Issued by Shell International
Finance to be Exchanged (collectively, the “Old
Notes”) |
CUSIP/ISINNo. |
Acceptance Priority Level |
Title of Series of Notes to be Issued
byShell Finance US (collectively,
the “New Notes”) (1) |
Minimum New Notes Size
(2) ($MM) |
Exchange Consideration
(3) |
Early Participation Premium
(3) |
Total
Consideration(3)(4) |
|
|
|
|
|
|
NewNotes (principal
amount)(1) |
Cash |
New Notes (principal amount) (1) |
NewNotes (principal
amount)(1) |
Cash |
$ |
3,000 |
4.375% Guaranteed Notes due 2045 |
822582BF8/ US822582BF88 |
1 |
4.375% Guaranteed Notes due 2045 |
$ |
500 |
$ |
970 |
$ |
1.00 |
$ |
30 |
$ |
1,000 |
$ |
1.00 |
$ |
1,750 |
2.750% GuaranteedNotes due 2030 |
822582CG5/ US822582CG52 |
2 |
2.750% GuaranteedNotes due 2030 |
$ |
500 |
$ |
970 |
$ |
1.00 |
$ |
30 |
$ |
1,000 |
$ |
1.00 |
$ |
1,500 |
4.125% GuaranteedNotes due 2035 |
822582BE1/ US822582BE14 |
3 |
4.125% GuaranteedNotes due 2035 |
$ |
500 |
$ |
970 |
$ |
1.00 |
$ |
30 |
$ |
1,000 |
$ |
1.00 |
$ |
1,250 |
4.550% GuaranteedNotes due 2043 |
822582AY8/ US822582AY86 |
4 |
4.550% GuaranteedNotes due 2043 |
$ |
500 |
$ |
970 |
$ |
1.00 |
$ |
30 |
$ |
1,000 |
$ |
1.00 |
$ |
2,250 |
4.000% GuaranteedNotes due 2046 |
822582BQ4/ US822582BQ44 |
5 |
4.000% GuaranteedNotes due 2046 |
$ |
500 |
$ |
970 |
$ |
1.00 |
$ |
30 |
$ |
1,000 |
$ |
1.00 |
$ |
1,500 |
2.375% GuaranteedNotes due 2029 (5) |
822582CD2/ US822582CD22 |
6 |
2.375% GuaranteedNotes due 2029 |
$ |
500 |
$ |
970 |
$ |
1.00 |
$ |
30 |
$ |
1,000 |
$ |
1.00 |
$ |
2,000 |
3.250% GuaranteedNotes due 2050 (5) |
822582CH3/ US822582CH36 |
7 |
3.250% GuaranteedNotes due 2050 |
$ |
500 |
$ |
970 |
$ |
1.00 |
$ |
30 |
$ |
1,000 |
$ |
1.00 |
$ |
1,250 |
3.750% GuaranteedNotes due 2046 (5) |
822582BY7/ US822582BY77 |
8 |
3.750% GuaranteedNotes due 2046 |
$ |
500 |
$ |
970 |
$ |
1.00 |
$ |
30 |
$ |
1,000 |
$ |
1.00 |
$ |
1,250 |
3.125% GuaranteedNotes due 2049 (5) |
822582CE0/ US822582CE05 |
9 |
3.125% GuaranteedNotes due 2049 |
$ |
500 |
$ |
970 |
$ |
1.00 |
$ |
30 |
$ |
1,000 |
$ |
1.00 |
$ |
1,000 |
3.000% GuaranteedNotes due 2051 (5) |
822582CL4/ US822582CL48 |
10 |
3.000% GuaranteedNotes due 2051 |
$ |
500 |
$ |
970 |
$ |
1.00 |
$ |
30 |
$ |
1,000 |
$ |
1.00 |
$ |
1,750 |
2.875% GuaranteedNotes due 2026 (5) |
822582BT8/ US822582BT82 |
11 |
2.875% GuaranteedNotes due 2026 |
$ |
500 |
$ |
970 |
$ |
1.00 |
$ |
30 |
$ |
1,000 |
$ |
1.00 |
$ |
1,000 |
2.500% GuaranteedNotes due 2026 (5) |
822582BX9/ US822582BX94 |
12 |
2.500% GuaranteedNotes due 2026 |
$ |
500 |
$ |
970 |
$ |
1.00 |
$ |
30 |
$ |
1,000 |
$ |
1.00 |
(1) The term “New
Notes” in this column refers, in each case, to the series of New
Notes corresponding to the series of Old Notes of like tenor and
coupon.
(2) No Old Notes
of a given series will be accepted for exchange unless the
aggregate principal amount of New Notes to be issued on the
Settlement Date (as defined below) in exchange for such series of
Old Notes is greater than or equal to the applicable Minimum New
Notes Size (as defined below).
(3) Consideration
per $1,000 principal amount of Old Notes validly tendered (and not
validly withdrawn) and accepted for exchange.
(4) Includes the
Early Participation Premium (as defined below) for Old Notes
validly tendered prior to the Early Participation Deadline
described below (and not validly withdrawn) and accepted for
exchange.
(5) It is
possible that the Maximum Amount Condition (as defined below) will
not be satisfied with respect to this series of Old Notes. No Old
Notes of a given series will be accepted for exchange if the
Maximum Amount Condition is not satisfied.
No Old Notes of a given series will be accepted
for exchange unless the aggregate principal amount of New Notes to
be issued on the Settlement Date in exchange for such series of Old
Notes is greater than or equal to the applicable minimum new notes
size set forth in the table above (the “Minimum New Notes Sizes”
and, such condition, the “Minimum Size Condition”). Additionally,
no Old Notes of a given series will be accepted for exchange unless
$10,000,000,000 (the “Maximum Amount”) is greater than or equal to
the sum of (i) the aggregate principal amount of such series of Old
Notes validly tendered and not validly withdrawn and (ii) the
aggregate principal amount of all series of Old Notes having a
higher Acceptance Priority Level which have been accepted for
exchange (the “Maximum Amount Condition”). If either of the Minimum
Size Condition or the Maximum Amount Condition is not satisfied
with respect to a given series of Old Notes, then (i) no Old Notes
of that series will be accepted for exchange (whether or not
validly tendered) and (ii) the series of Old Notes (if any) with
the next lowest Acceptance Priority Level that satisfies both the
Minimum Size Condition and the Maximum Amount Condition will be
accepted for exchange, until there is no series of Old Notes with a
lower Acceptance Priority Level to consider for exchange.
Satisfaction of the Maximum Amount Condition will be tested at the
Expiration Time (as defined below) for each series in order of
Acceptance Priority Level. If any series of Old Notes is accepted
for exchange, all Old Notes of that series that are validly
tendered and not validly withdrawn will be accepted for exchange.
Accordingly, no series of Old Notes will be subject to proration
pursuant to the Exchange Offers.
It is possible that any series of Old Notes with
Acceptance Priority Level 6 or lower will fail to meet the Maximum
Amount Condition and therefore will not be accepted for exchange
even if one or more series with a lower Acceptance Priority Level
is accepted for exchange.
The Exchange Offers commenced on September 5,
2024. The Exchange Offers will expire at 5:00 p.m., New York City
time, on October 3, 2024 unless extended (such date and time, as it
may be extended, the “Expiration Time”). In order to be eligible to
receive the total consideration described in the table above (the
“Total Consideration”), holders must validly tender their Old Notes
prior to 5:00 p.m., New York City time, on September 18, 2024,
unless extended (such date and time, as it may be extended, the
“Early Participation Deadline”). Tenders of Old Notes may not be
withdrawn after the Expiration Time, unless extended.
Upon the terms and subject to the conditions set
forth in the Registration Statement, including the applicable
Minimum Amount Condition and the Maximum Amount Condition, in
exchange for each $1,000 principal amount of Old Notes that is
validly tendered prior to the Early Participation Deadline and not
validly withdrawn, holders will receive the Total Consideration,
which consists of $1,000 principal amount of dollar-denominated New
Notes and a cash amount of $1.00.
The Total Consideration includes an early
participation premium set forth in the table above (the “Early
Participation Premium”), which consists of $30 principal amount of
New Notes.
Upon the terms and subject to the conditions set
forth in the Registration Statement, including the applicable
Minimum Amount Condition and the Maximum Amount Condition, in
exchange for $1,000 principal amount of Old Notes that is validly
tendered after the Early Participation Deadline but prior to the
Expiration Time and not validly withdrawn, holders will receive
only the exchange consideration set forth in the table above (the
“Exchange Consideration”), which is equal to the Total
Consideration less the Early Participation Premium and so consists
of $970 principal amount of New Notes and a cash amount of
$1.00.
Subject to applicable law, we reserve the right,
but are not obligated, to increase or decrease the Maximum Amount
in its sole and absolute discretion. The Exchange Offers are
subject to certain conditions described in the Registration
Statement. Subject to applicable law, we reserve the right to waive
any condition to any of the Exchange Offers (except the condition
that the Registration Statement of which the Prospectus forms a
part has been declared effective by the SEC), including the Minimum
Size Condition and Maximum Amount Condition, in its sole and
absolute discretion, or to terminate the Exchange Offer in respect
of any series of Old Notes if certain conditions described in the
Registration Statement are not satisfied or waived by the
Expiration Time.
If, as of the Expiration Time, all conditions,
including the applicable Minimum Size Condition and the Maximum
Amount Condition, have been or are concurrently satisfied or, where
permitted, waived by us in respect of a given Exchange Offer, we
will accept for exchange all Old Notes of the applicable series
validly tendered for exchange and not validly withdrawn, subject to
the Acceptance Priority Levels (the date of such exchange, the
“Settlement Date”). We expect the Settlement Date to occur on the
third business day immediately following the Expiration Time, being
October 8, 2024, if such Exchange Offer is not extended.
Each series of New Notes will have the same
interest rate, maturity date, optional redemption date and interest
payment dates as the corresponding series of Old Notes for which
they are being offered in exchange and other terms that are
substantially identical to the Old Notes, except for the issuing
entity and other minor exceptions described in the Registration
Statement. Subject to the rounding described below, no accrued but
unpaid interest will be paid on the Old Notes in connection with
the Exchange Offers. However, interest on the applicable New Note
will accrue from and including the most recent interest payment
date of the tendered Old Note, including for any series of Old
Notes which has had a record date prior to the issuance of the New
Notes. Subject to the minimum denominations as described in the
Registration Statement, the principal amount of each New Note will
be rounded down, if necessary, to the nearest whole multiple of
$1,000, and we will pay cash equal to the remaining portion (plus
accrued interest thereon), if any, of the exchange price of such
Old Note.
The dealer managers for the Exchange Offers
are:
Deutsche Bank Securities Inc. 1 Columbus
Circle New York, New York 10019 Attention: Liability Management
Group Telephone: (U.S. Toll-Free): +1 (866) 627-0391 Telephone
(U.S. Collect): +1 (212) 250-2955 Telephone (London): +44 207 545
8011 |
Goldman Sachs & Co. LLC 200 West Street
New York, New York 10282 Attention: Liability Management Group
Telephone (U.S. Toll-Free): +1 (800) 828-3182 Telephone (U.S.
Collect): +1 (212) 902-6351 Telephone (London): +44 207 774 4836
Email: gs-lm-nyc@ny.email.gs.com |
Wells Fargo Securities, LLC 550 South Tryon
Street, 5th Floor Charlotte, North Carolina 28202 Attention:
Liability Management Group Telephone (U.S. Toll-Free): +1 (866)
309-6316 Telephone (U.S. Collect): +1 (704) 410-4235 Telephone
(Europe): +33 1 85 14 06 62 Email:
liabilitymanagement@wellsfargo.com |
The exchange agent and information agent for the
Exchange Offers is:
D.F. King & Co., Inc.48 Wall Street, 22nd
FloorNew York, NY 10005 Banks and Brokers call: +1 (212)
269-5550Toll-free (U.S. only): +1 (877) 783-5524Email:
Shell@dfking.comBy Facsimile (for eligible institutions only): +1
(212) 709-3328Confirmation: +1 (212) 269-5552Attention: Michael
HorthmanWebsite: www.dfking.com/shell |
Tendered Old Notes may be validly withdrawn at
any time prior to the Expiration Date and, subject to applicable
law, we may terminate the Exchange Offer in respect of any series
of Old Notes if the conditions described in the Registration
Statement are not satisfied or waived by the Expiration Time.
The consummation of the Exchange Offers is
conditional upon a declaration of effectiveness of the Registration
Statement by the SEC.
This press release is not an offer to sell or a
solicitation of an offer to buy any of the securities described
herein and is also not a solicitation of the related consents. The
Exchange Offers may be made solely pursuant to the terms and
conditions of the Prospectus, which forms a part of the
Registration Statement after it is declared effective by the SEC,
and the other related materials. A Registration Statement relating
to the New Notes has been filed with the SEC but has not yet become
effective. The New Notes may not be sold or exchanged for Old
Notes, nor may offers to buy be accepted, prior to the time the
Registration Statement is declared effective by the
SEC. None of the Shell Group, the dealer managers or
the exchange agent and information agent makes any recommendations
as to whether holders should tender their Old Notes pursuant to the
Exchange Offers. Holders must make their own decisions as to
whether to tender Old Notes, and, if so, the principal amount of
Existing Notes to tender.
Security holders are urged to read the exchange
offer materials, when available, including the Registration
Statement filed with the SEC, as amended from time to time, the
related Prospectus, and the other materials related to the proposed
exchange offer filed with the SEC, because they contain important
information. These and other documents relating to the proposed
exchange offer, when they are filed with the SEC, may be obtained,
free of charge, on the SEC’s web site at www.sec.gov, or may be
obtained, free of charge, from the Issuer after the exchange offer
has been commenced by requesting in writing or by telephone to +44
20 7934 1234. A copy of the Prospectus for the exchange offers will
also be available, free of charge.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy any securities nor
will there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or other jurisdiction.
-
Non-U.S. Distribution Restrictions
European Economic Area
The New Notes are not intended to be offered, sold
or otherwise made available to and should not be offered, sold or
otherwise made available to any retail investor in the European
Economic Area (“EEA”). For these purposes, a retail investor means
a person who is one (or more) of: (i) a retail client as defined in
point (11) of Article 4(1) of Directive 2014/65/EU (as amended,
“MiFID II”); or (ii) a customer within the meaning of Directive
2002/92/EC (as amended, the “Insurance Mediation Directive”), where
that customer would not qualify as a professional client as defined
in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified
investor as defined in Directive 2003/71/EC (as amended, the
“Prospectus Directive”). Consequently no key information document
required by Regulation (EU) No 1286/2014 (as amended, the “PRIIPs
Regulation”) for offering or selling the New Notes or otherwise
making them available to retail investors in the EEA has been
prepared and therefore offering or selling the New Notes or
otherwise making them available to any retail investor in the EEA
may be unlawful under the PRIIPs Regulation. The Prospectus has
been prepared on the basis that any offer of New Notes in any
Member State of the EEA will be made pursuant to an exemption under
the Prospectus Directive from the requirement to publish a
prospectus for offers of New Notes. The Prospectus is not a
prospectus for the purposes of the Prospectus Directive.
MiFID II product governance / Professional
investors and ECPs only target market—In the EEA and solely for the
purposes of the product approval process conducted by any Dealer
Manager who is a manufacturer with respect to the New Notes for the
purposes of the MiFID II product governance rule under EU Delegated
Directive 2017/593 (each, a “manufacturer”), the manufacturers’
target market assessment in respect of the New Notes has led to the
conclusion that: (i) the target market for the New Notes is
eligible counterparties and professional clients only, each as
defined in MiFID II; and (ii) all channels for distribution of the
New Notes to eligible counterparties and professional clients are
appropriate. Any person subsequently offering, selling or
recommending the New Notes (a “distributor”) should take into
consideration the manufacturers’ target market assessment; however,
a distributor subject to MiFID II is responsible for undertaking
its own target market assessment in respect of the New Notes (by
either adopting or refining the manufacturers’ target market
assessment) and determining appropriate distribution channels.
Belgium
Neither the Prospectus nor any other documents or
materials relating to the Exchange Offers have been submitted to or
will be submitted for approval or recognition to the Belgian
Financial Services and Markets Authority (“Autorité des services et
marchés financiers”/”Autoriteit voor Financiële Diensten en
Markten”). The Exchange Offers are not being, and may not be, made
in Belgium by way of a public offering, as defined in Articles 3,
§1, 1° and 6, §1 of the Belgian Law of April 1, 2007 on public
takeover bids (“loi relative aux offres publiques
d’acquisition”/”wet op de openbare overnamebiedingen”) (the
“Belgian Takeover Law”) or as defined in Article 3, §1 of the
Belgian Law of June 16, 2006 on the public offer of investment
instruments and the admission to trading of investment instruments
on a regulated market (“loi relative aux offres publiques
d’instruments de placement et aux admissions d’instruments de
placement à la négociation sur des marchés réglementés”/”wet op de
openbare aanbieding van beleggingsinstrumenten en de toelating van
beleggingsinstrumenten tot de verhandeling op een gereglementeerde
markt”) (the “Belgian Prospectus Law”), both as amended or replaced
from time to time. Accordingly, the Exchange Offers may not be, and
are not being, advertised and the Exchange Offers will not be
extended, and neither the Prospectus nor any other documents or
materials relating to the Exchange Offers (including any
memorandum, information circular, brochure or any similar
documents) has been or shall be distributed or made available,
directly or indirectly, to any person in Belgium other than (i) to
persons which are “qualified investors” (“investisseurs
qualifiés”/”gekwalificeerde beleggers”) as defined in Article 10,
§1 of the Belgian Prospectus Law, acting on their own account, as
referred to in Article 6, §3 of the Belgian Takeover Law or (ii) in
any other circumstances set out in Article 6, §4 of the Belgian
Takeover Law and Article 3, §4 of the Belgian Prospectus Law. The
Prospectus has been issued only for the personal use of the above
qualified investors and exclusively for the purpose of the Exchange
Offers. Accordingly, the information contained in the Prospectus or
in any other documents or materials relating to the Exchange Offers
may not be used for any other purpose or disclosed or distributed
to any other person in Belgium.
France
The Exchange Offers are not being made, directly or
indirectly, to the public in the Republic of France. Neither the
Prospectus nor any other documents or materials relating to the
Exchange Offers have been or shall be distributed to the public in
France and only (i) providers of investment services relating to
portfolio management for the account of third parties (personnes
fournissant le service d’investissement de gestion de portefeuille
pour compte de tiers) and/or (ii) qualified investors
(investisseurs qualifiés) other than individuals, in each case
acting on their own account and all as defined in, and in
accordance with, Articles L.411-1, L.411-2, D.321-1 and D.411-1 of
the French Code Monétaire et Financier, are eligible to participate
in the Exchange Offers. The Prospectus and any other document or
material relating to the Exchange Offers have not been and will not
be submitted for clearance to nor approved by the Autorité des
marchés financiers.”
Italy
None of the Exchange Offers, the Prospectus or any
other documents or materials relating to the Exchange Offers or the
New Notes have been or will be submitted to the clearance procedure
of the Commissione Nazionale per le Società e la Borsa (“CONSOB”).
The Exchange Offers are being carried out in the Republic of Italy
as exempted offers pursuant to article 101-bis, paragraph 3-bis of
the Legislative Decree No. 58 of 24 February 1998, as amended (the
“Financial Services Act”) and article 35-bis, paragraph 3, of
CONSOB Regulation No. 11971 of 14 May 1999, as amended (the
“Issuers’ Regulation”) and, therefore, are intended for, and
directed only at, qualified investors (investitori qualificati)
(the “Italian Qualified Investors”), as defined pursuant to Article
100, paragraph 1, letter (a) of the Financial Services Act and
Article 34-ter, paragraph 1, letter (b) of the Issuers’ Regulation.
Accordingly, the Exchange Offers cannot be promoted, nor may copies
of any document related thereto or to the New Notes be distributed,
mailed or otherwise forwarded, or sent, to the public in Italy,
whether by mail or by any means or other instrument (including,
without limitation, telephonically or electronically) or any
facility of a national securities exchange available in Italy,
other than to Italian Qualified Investors. Persons receiving the
Prospectus must not forward, distribute or send it in or into or
from Italy. Noteholders or beneficial owners of the Old Notes that
are resident or located in Italy can offer to exchange the notes
pursuant to the Exchange Offers through authorized persons (such as
investment firms, banks or financial intermediaries permitted to
conduct such activities in Italy in accordance with the Financial
Services Act, CONSOB Regulation No. 16190 of 29 October 2007, as
amended from time to time, and Legislative Decree No. 385 of 1
September 1993, as amended) and in compliance with applicable laws
and regulations or with requirements imposed by CONSOB or any other
Italian authority. Each intermediary must comply with the
applicable laws and regulations concerning information duties
vis-à-vis its clients in connection with the Old Notes, the New
Notes, the Exchange Offers or the Prospectus.
United Kingdom
Each dealer manager has further represented and
agreed that it has complied and will comply with all the applicable
provisions of the Financial Services and Markets Act 2000 (“FSMA”)
with respect to anything done by it in relation to the New Notes
in, from or otherwise involving the United Kingdom (“U.K.”); and it
has only communicated or caused to be communicated and will only
communicate or cause to be communicated an invitation or inducement
to engage in investment activity (within the meaning of Section 21
of the FSMA) received by it in connection with the issue or sale of
any New Notes in circumstances in which Section 21(1) of the FSMA
does not apply to Shell Finance US or Shell.
The Prospectus is only being distributed to and is
only directed at (i) persons who are outside the U.K. or (ii)
investment professionals falling within Article 19(5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order
2005 (the “Order”) or (iii) high net worth entities, and other
persons to whom it may lawfully be communicated, falling within
Article 49(2)(a) to (d) of the Order (all such persons together
being referred to as “relevant persons”). The New Notes are only
available to, and any invitation, offer or agreement to subscribe,
purchase or otherwise acquire the New Notes will be engaged in only
with, relevant persons. Any person who is not a relevant person
should not act or rely on this document or any of its contents.
Hong Kong
The New Notes may not be offered or sold by means
of any document other than (i) in circumstances which do not
constitute an offer to the public within the meaning of the
Companies Ordinance (Cap.32, Laws of Hong Kong), or (ii) to
“professional investors” within the meaning of the Securities and
Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made
thereunder, or (iii) in other circumstances which do not result in
the document being a “prospectus” within the meaning of the
Companies Ordinance (Cap.32, Laws of Hong Kong), and no
advertisement, invitation or document relating to the New Notes may
be issued or may be in the possession of any person for the purpose
of issue (in each case whether in Hong Kong or elsewhere), which is
directed at, or the contents of which are likely to be accessed or
read by, the public in Hong Kong (except if permitted to do so
under the laws of Hong Kong) other than with respect to New Notes
which are or are intended to be disposed of only to persons outside
Hong Kong or only to “professional investors” within the meaning of
the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong)
and any rules made thereunder.
Japan
The New Notes have not been and will not be
registered under the Financial Instruments and Exchange Law of
Japan (the Financial Instruments and Exchange Law) and each
underwriter has agreed that it will not offer or sell any New
Notes, directly or indirectly, in Japan or to, or for the benefit
of, any resident of Japan (which term as used herein means any
person resident in Japan, including any corporation or other entity
organized under the laws of Japan), or to others for re-offering or
resale, directly or indirectly, in Japan or to a resident of Japan,
except pursuant to an exemption from the registration requirements
of, and otherwise in compliance with, the Financial Instruments and
Exchange Law and any other applicable laws, regulations and
ministerial guidelines of Japan.
Singapore
The Prospectus has not been registered as a
prospectus with the Monetary Authority of Singapore. Accordingly,
and if the Issuer has not notified the dealer(s) on the
classification of the New Notes under and pursuant to Section
309(B)(1) of the Securities and Futures Act, Chapter 289 Singapore
(the “SFA”), the Prospectus and any other document or material in
connection with the offer or sale, or invitation for subscription
or purchase, of the New Notes may not be circulated or distributed,
nor may the New Notes be offered or sold, or be made the subject of
an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than (i) to an
institutional investor under Section 274 of Chapter 289 of the SFA,
(ii) to a relevant person, or any person pursuant to Section
275(1A), and in accordance with the conditions, specified in
Section 275 of the SFA or (iii) otherwise pursuant to, and in
accordance with the conditions of, any other applicable provision
of the SFA.
Where the New Notes are subscribed or purchased
under Section 275 of the SFA by a relevant person which is: (a) a
corporation (which is not an accredited investor) the sole business
of which is to hold investments and the entire share capital of
which is owned by one or more individuals, each of whom is an
accredited investor; or (b) a trust (where the trustee is not an
accredited investor) whose sole purpose is to hold investments and
each beneficiary is an accredited investor, shares, debentures and
units of shares and debentures of that corporation or the
beneficiaries’ rights and interest in that trust shall not be
transferable for six months after that corporation or that trust
has acquired the New Notes under Section 275 except: (1) to an
institutional investor under Section 274 of the SFA or to a
relevant person, or any person pursuant to Section 275(1A), and in
accordance with the conditions, specified in Section 275 of the
SFA; (2) where no consideration is given for the transfer; or (3)
by operation of law.
Singapore Securities and Futures Act Product
Classification—Solely for the purposes of its obligations pursuant
to sections 309B(1)(a) and 309B(1)(c) of the SFA, the Issuer has
determined, and hereby notifies all relevant persons (as defined in
Section 309A of the SFA) that the New Notes are “prescribed capital
markets products” (as defined in the Securities and Futures
(Capital Markets Products) Regulations 2018) and Excluded
Investment Products (as defined in MAS Notice SFA 04-N12: Notice on
the Sale of Investment Products and MAS Notice FAA-N16: Notice on
Recommendations on Investment Products).
Contacts:
Media: International +44 (0) 207 934 5550; USA +1
832 337 4355
Cautionary Statement
The companies in which Shell plc directly and
indirectly owns investments are separate legal entities. In this
press release, “Shell” refers to Shell plc; “Shell Group” refers to
Shell and its subsidiaries; “Shell Finance US” or “Issuer” refers
to Shell Finance US Inc.; “Shell International Finance” refers to
Shell International Finance B.V.; the terms “we,” “us,” and “our”
refer to Shell or the Shell Group, as the context may require.
This press release contains certain 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 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 “aim”; “ambition”;
‘‘anticipate’’; ‘‘believe’’; “commit”; “commitment”; ‘‘could’’;
‘‘estimate’’; ‘‘expect’’; ‘‘goals’’; ‘‘intend’’; ‘‘may’’;
“milestones”; ‘‘objectives’’; ‘‘outlook’’; ‘‘plan’’; ‘‘probably’’;
‘‘project’’; ‘‘risks’’; “schedule”; ‘‘seek’’; ‘‘should’’;
‘‘target’’; ‘‘will’’; “would” and similar terms and phrases. There
are a number of factors that could affect the future operations of
the Shell Group and could cause those results to differ materially
from those expressed in the forward-looking statements included in
this press release (without limitation):
- price
fluctuations in crude oil and natural gas;
- changes in
demand for the Shell Group’s products;
- currency
fluctuations;
- drilling and
production results;
- reserves
estimates;
- loss of market
share and industry competition;
- environmental
and physical risks;
- risks
associated with the identification of suitable potential
acquisition properties and targets, and successful negotiation and
completion of such transactions;
- the risk of
doing business in developing countries and countries subject to
international sanctions;
- legislative,
judicial, fiscal and regulatory developments including regulatory
measures addressing climate change;
- economic and
financial market conditions in various countries and regions;
- 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;
- risks
associated with the impact of pandemics, such as the COVID-19
(coronavirus) outbreak, regional conflicts, such as the
Russia-Ukraine war, and a significant cybersecurity breach;
and
- changes in
trading conditions.
All forward-looking statements contained in this
press release 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 December 31,
2023 (available
at www.shell.com/investors/news-and-filings/sec-filings.html and www.sec.gov).
These risk factors also expressly qualify all
forward-looking statements contained in this press
release and should be considered by the
reader. Each forward-looking statement speaks only as of the date
of this press release, September 5, 2024. Neither Shell 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
press release.
The contents of websites referred to in this press release do
not form part of this content.
Readers are urged to consider closely the disclosure in our Form
20-F, File No 1-32575, available on the SEC
website www.sec.gov.
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