Shell Says Scheme Of BG Arrangement Becomes Effective

(RTTNews) - Royal Dutch Shell plc (RDS-B, RDSB.L, RDSA.L, RDS-A) said that the Scheme has become effective and that the entire issued ordinary share capital of BG Group plc (BG.L, BRGYY.PK) is now owned by Shell. It followed the Court's sanction of the Scheme at a hearing held on February 11, 2016 and the delivery of the Court Order to the Registrar of Companies today, February 15, 2016.

Scheme Shareholders on the register at the Scheme Record Time, being 6.00 p.m. on February 12, 2016, who made no valid election under the Mix and Match Facility, will receive 0.4454 New Shell Shares and 383 pence in cash for each Scheme Share held.

Shell will, in total, issue 1.52 billion New Shell Shares (being 218.73 million Shell A shares and 1.31 billion Shell B shares).

As a result, Shell's capital will consist of 4.21 billion Shell A shares and 3.75 billion Shell B shares, each with equal voting rights. Shell holds no ordinary shares in treasury.

The total number of Shell A shares and Shell B shares in issue will be 7.96 billion.

Admission of the New Shell Shares to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange was expected to occur with effect from 8.00 a.m. (London time) on February 15, 2016.

Admission of BG Shares to the premium segment of the Official List and to trading on the main market for listed securities of the London Stock Exchange was expected to be cancelled with effect from 8.00 a.m. (London time) on February 15, 2016.

It is expected that the New Shell Shares will be capable of being deposited with the Shell ADS depositary in exchange for the corresponding class and amount of Shell ADSs, which may be traded on the New York Stock Exchange from February 16, 2016.

Royal Dutch Shell agreed in early April 2015 to acquire BG Group in a cash and stock deal valued at about 47 billion pounds or $69.78 billion.