Royal Dutch Shell
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NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ITALY OR JAPAN. INFORMATION FOR INVESTORS RESIDENT IN NEW ZEALAND AND OTHER JURISDICTIONS IS SET OUT ON PAGE 2 OF THESE LISTING PARTICULARS. THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the action you should take, you are recommended to seek your own personal financial advice immediately from a financial adviser authorised pursuant to FSMA if you are in the United Kingdom or, if you are not, from another appropriately authorised financial adviser. Subject to the restrictions set out below, if you have sold or transferred all of your Royal Dutch Shares, Shell Transport Ordinary Shares, Shell Transport Bearer Warrants, Shell Transport First Preference Shares, Shell Transport Second Preference Shares and/or Shell Transport ADRs, please forward this document, together with the accompanying documents, as soon as possible to the purchaser or transferee, or to the stockbroker, bank or other agent through whom the sale or transfer was effected, for onward delivery to the purchaser or transferee. A copy of this document, which comprises (i) listing particulars relating to Royal Dutch Shell in accordance with the Listing Rules made under 6.B.3 section 74 of FSMA, and (ii) a prospectus in accordance with article 8(1) of the Euronext Listing Rules, has been delivered to the Registrar of Companies for registration in accordance with section 83 of FSMA. These Listing Particulars have been prepared for the purposes of complying with English law and Dutch law and the rules of the UK Listing Authority and Euronext Amsterdam and the information disclosed may not be the same as that which would have been disclosed if this document had been prepared in accordance with the laws of jurisdictions outside England and The Netherlands. This document has been prepared, so far as possible, on the assumption that the Transaction has been implemented in accordance with its terms. As well as comprising listing particulars and a prospectus this document will, if it is so regarded by the UK Listing Authority and the AFM on or about 1 July 2005, also comprise a document equivalent to a prospectus for the purposes of compliance with Articles 4(2)(c) and 4(2)(d) of Directive 2003/71/EC on the prospectus to be published when securities are offered to the public or admitted to trading. A3/6.1 Applications have been made for the Royal Dutch Shell Shares to be admitted to the Official List of the UK Listing Authority and to trading on the 3.14A market for listed securities of the London Stock Exchange. Application has also been made for the Royal Dutch Shell Shares to be listed on 3.22a Euronext Amsterdam. It is expected that Admission will become effective and dealings will commence in Royal Dutch Shell Shares at 8.00 a.m. 6.B.1 (London time) (9.00 a.m. Amsterdam time) on 20 July 2005. 6.B.13 6.B.18 A1/5.1.1 3.02 A1/5.1.4 Royal Dutch Shell plc 6.B.5(a) (incorporated in England and Wales under the 6.C.1 Companies Act with registered number 04366849) 6.C.2 Listing Particulars 6.C.4 in respect of the Introduction of its ‘‘A’’ Shares and ‘‘B’’ Shares to the Official List of the UK Listing Authority and to trading on the market for listed securities of the London Stock Exchange and to Eurolist by Euronext Amsterdam Sponsors for the Introduction to the Official List are Citigroup and Rothschild. Listing agents for the Introduction to Euronext Amsterdam are ABN AMRO, Citigroup and Rothschild. Citigroup Global Markets Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, co-listing agent and financial adviser to Royal Dutch Shell and as financial adviser to Royal Dutch and Shell Transport and no one else in connection with the Transaction and the Introduction and will not be responsible under the provisions of FSMA or any regulations made thereunder to anyone other than Royal Dutch Shell, Royal Dutch and Shell Transport for providing the protections afforded to clients of Citigroup, or for providing advice in relation to the Transaction and the Introduction. NM Rothschild & Sons Limited, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting as sponsor, co-listing agent and financial adviser to Royal Dutch Shell and as financial adviser to Royal Dutch and Shell Transport and no one else in connection with the Transaction and the Introduction and will not be responsible under the provisions of FSMA or any regulations made thereunder to anyone other than Royal Dutch Shell, Royal Dutch and Shell Transport for providing the protections afforded to clients of Rothschild, or for providing advice in relation to the Transaction and the Introduction. ABN AMRO Bank N.V. is acting for Royal Dutch Shell and Royal Dutch (and has provided certain financial services, and may continue to provide certain financial or investment banking services, to Royal Dutch Shell, including acting as Dutch exchange agent in the Royal Dutch Offer, co-listing agent in connection with the listing of the ‘‘A’’ Shares and the ‘‘B’’ Shares on Euronext Amsterdam and paying agent) and no one else in connection with the Transaction and the Introduction and will not be responsible under the provisions of FSMA or any regulations made thereunder to anyone other than Royal Dutch Shell and Royal Dutch for providing the protections afforded to clients of ABN AMRO, or for providing advice in relation to the Transaction and the Introduction. Deutsche Bank AG London, which is authorised and regulated in the United Kingdom by the Financial Services Authority, is acting for Shell Transport and no one else in connection with the Transaction and will not be responsible under the provisions of FSMA or any regulations made thereunder to anyone other than Shell Transport for providing the protections afforded to clients of Deutsche Bank, or for providing advice in relation to the Transaction. Each of Citigroup, Rothschild, ABN AMRO and Deutsche Bank has given and not withdrawn its consent to the publication of this document with the inclusion herein of the references to their respective names in the form and context in which they appear. INFORMATION FOR INVESTORS OTHER THAN IN THE NETHERLANDS AND ENGLAND THE ROYAL DUTCH OFFER HAS BEEN MADE IN ACCORDANCE WITH THE LAWS OF THE NETHERLANDS AND THE US AND THE SCHEME IS BEING IMPLEMENTED IN ACCORDANCE WITH THE LAWS OF ENGLAND. ROYAL DUTCH SHELL MAY NOT BE SUBJECT TO NEW ZEALAND LAW, AND CONTRACTS IN RESPECT OF ROYAL DUTCH SHELL SHARES MAY NOT BE ENFORCEABLE IN NEW ZEALAND COURTS. THIS DOCUMENT IS NOT A PROSPECTUS REGISTERED UNDER NEW ZEALAND LAW AND MAY NOT CONTAIN ALL THE INFORMATION THAT A NEW ZEALAND REGISTERED PROSPECTUS IS REQUIRED TO CONTAIN. The Royal Dutch Offer is not to be made in New Zealand and may not be accepted by persons in New Zealand except as set out below. No prospectus has been registered with the New Zealand Registrar of Companies in accordance with the Securities Act 1978 (New Zealand) (the ‘‘New Zealand Securities Act’’). Accordingly, neither the Royal Dutch Offer Document nor any other offering materials or advertisement in relation to the Royal Dutch Offer may be received by a person in New Zealand nor may Royal Dutch Shell Shares be offered directly or indirectly in New Zealand except in circumstances where there is no contravention of the New Zealand Securities Act (or any statutory modification or re-enactment of, or statutory substitution for, the New Zealand Securities Act). This document must not be distributed in whole or in part into Japan. This document and other documents related to the Transaction may not be electronically provided to, nor accessed by, residents of Japan or persons who are in Japan. Copies of this document and any other documents related to the Transaction are not being, and must not be, mailed or otherwise distributed or sent to any person or company in or from Japan. Persons receiving this document (including custodians, nominees and trustees) or other documents related to the Transaction must not distribute or send them to any person or company in or from Japan. The Royal Dutch Offer and the Scheme are not being made, directly or indirectly, in or into or by the use of the mails or any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or internet) of interstate or foreign commerce of, or any such facilities of a national securities exchange of, Japan, and are not capable of acceptance by any such use, means, instrumentality or facilities from or within Japan. The proposals are not being made to residents of Japan or in Japan. The Royal Dutch Offer and the Scheme have not been notified to the Commissione Nazionale per le Societa’ e la Borsa pursuant to applicable Italian securities laws and implementing regulations. Absent such notification, no public offer can be carried out in the Republic of Italy. Consequently, (i) this document, and accompanying documents (ii) the Royal Dutch Offer Document and the documents relating to the Royal Dutch Offer and (iii) the Scheme Document and any other documents relating to the Scheme, have not been, and cannot be, disclosed to any Italian residents or person or entity in the Republic of Italy and no other form of solicitation has been, and can be, carried out in the Republic of Italy. This document, the Royal Dutch Offer Document, the Scheme Document, the notices of the Court Meeting and the Shell Transport EGM, the accompanying and related documents, may not be mailed, distributed, disseminated or otherwise disclosed to any Italian residents or person or entity in the Republic of Italy.