THE HAGUE, Netherlands, Jan. 31, 2019 /PRNewswire/ --
Royal Dutch Shell plc (the 'company') (NYSE: RDS.A) (NYSE: RDS.B) today
announces the commencement of trading in the third tranche of its share buyback programme previously announced on July 26, 2018. In the third tranche, the company has entered into an irrevocable, non-discretionary
arrangement with a broker to enable the purchase of A ordinary shares and/or B ordinary shares for a period up to and including
April 29, 2019. The aggregate maximum consideration for the purchase of A ordinary shares and/or B
ordinary shares under the third tranche is $2.5 billion. The company's intention is to buy back at
least $25 billion of its shares by the end of 2020, subject to further progress with debt reduction
and oil price conditions.
On October 19, 2018 and January 28, 2019 the company completed the
first and second tranches respectively of its share buyback programme (the 'previous tranches'). In aggregate between
July 26, 2018 and January 28, 2019, the company repurchased
144,333,470 A ordinary shares for an aggregate consideration of $4.5 billion.
The maximum number of ordinary shares which may be purchased by the company under the third tranche of its share buyback
programme (the 'third tranche') is 689,666,530, which is the maximum pursuant to the authority granted by shareholders at the
company's 2018 Annual General Meeting[1] minus the number of ordinary shares purchased in the previous tranches. The shares
bought back under the third tranche will be whichever of the A ordinary shares and/or B ordinary shares is economically
the least expensive on a given trading day.
The broker will make its trading decisions in relation to the company's securities independently of the company. The third
tranche will be carried out on the London Stock Exchange and/or on BATS and/or on Chi-X and will be effected within certain
pre-set parameters. It will be conducted in accordance with the company's general authority to repurchase shares granted by its
shareholders at the company's Annual General Meeting held on May 22, 20181, and in line with
Chapter 12 of the Listing Rules, Article 5 of the Market Abuse Regulation 596/2014/EU dealing with buyback programmes and the
Commission Delegated Regulation (EU) 2016/1052.
The purpose of the third tranche is to reduce the issued share capital of the company to offset the number of shares issued
under the Scrip Dividend Programme and to significantly reduce the equity issued in connection with the company's combination
with BG Group. All shares repurchased as part of the third tranche will be cancelled.
Any further tranches of the buyback programme, which may be conducted after completion of the third tranche, will be announced
in due course.
CAUTIONARY STATEMENT
The companies in which Royal Dutch Shell plc directly and indirectly owns investments are
separate legal entities. In this announcement "Shell", "Shell group" and "Royal Dutch Shell" are
sometimes used for convenience where references are made to Royal Dutch Shell plc and its
subsidiaries in general. Likewise, the words "we", "us" and "our" are also used to refer to Royal Dutch
Shell plc and 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 Royal Dutch 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. 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.
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 Royal Dutch
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 Royal Dutch 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'', ''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 Royal Dutch 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, 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.
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 Royal Dutch Shell's Form 20-F for the year ended December 31, 2017 (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, January 31, 2019. Neither Royal Dutch 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.
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. US 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.
Contacts:
- Investor Relations: International +31(0)70-377-4540; North America +1-832-337-2034
- Media: International +44(0)207-934-5550; USA +1-832-337-4355
LEI number of Royal Dutch Shell plc: 21380068P1DRHMJ8KU70
Classification: Acquisition or disposal of the issuer's own shares
[1] The existing shareholder authority to buy back shares granted at the company's 2018 Annual General Meeting expires at
the earlier of the close of business on August 22, 2019, and the end of the date of the company's
2019 Annual General Meeting. The company expects to seek renewal of shareholder authority to buy back shares at subsequent Annual
General Meetings.
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SOURCE Royal Dutch Shell plc