Shell has taken a further in its simplification programme. As a result, the Board has also decided to change the company’s name to Shell plc which will be implemented in January 2022, with a further announcement to be made at the time.
Yesterday’s decisions follow the completion of the consultation with the Centrale Ondernemingsraad van Shell Nederland (Central Staff Council of Shell Netherlands) and the Shell European Works Council, and come after a December 10, 2021 shareholder vote giving the Board overwhelming approval for the necessary amendments to the Company’s Articles of Association, which have been adopted with immediate effect.
As described in the circular published on November 15, 2021, the Simplification entails: establishing a single line of shares to eliminate the complexity of Shell’s A/B share structure; and aligning Shell’s tax residence with its country of incorporation in the UK by relocating Board and Executive Committee meetings, and the CEO and CFO, to the UK; and consequently, changing the company’s name from Royal Dutch Shell plc to Shell plc.
The expected timetable of the principal events for the Simplification is set out in paragraph 1 below.
- Expected timetable of principal events
- Shell’s first Board meeting in UK, date to be fixed
- Friday December 31, 2021, change of the Company’s name to Shell plc
Week commencing January 24, 2022 – Last day of issuance and cancellation of A ADSs and B ADSs with the ADS depositary
Wednesday January 26, 2022, Last day of dealings in A shares and B shares on Euronext Amsterdam and the London Stock Exchange.
Friday January 28, 2022, Last day of dealings in A ADSs and B ADSs on the New York Stock Exchange
Friday January 28, 2022, effective date of assimilation of A shares and B shares into a single line of ordinary shares
Saturday January 29, 2022 (the “Effective Date”), Start of dealings in single line of ordinary shares on the London Stock Exchange and assimilation of A and B shares into single line of ordinary shares in CREST Members’ accounts.
Monday January 31, 2022, Start of conditional dealings in single line of ordinary shares on Euronext Amsterdam
Monday January 31, 2022, Start of conditional “when issued” trading in single line of ADSs on New York Stock Exchange.
Monday January 31, 2022, Start of regular way trading in single line of ADSs on New York Stock Exchange and assimilation of A ADSs and B ADSs into single line of ADSs in DTCC
Tuesday February 1, 2022, Start of unconditional dealings in single line of ordinary shares on Euronext Amsterdam and assimilation of A and B shares into single line of ordinary shares in Euroclear Nederland’s accounts.
Wednesday February 2, 2022, First day of issuance and cancellation of single line of ADSs with the ADS depositary
Wednesday February 2, 2022, [A] The dates given are based on current expectations and may be subject to change. If any of the dates above change, the revised dates will be announced via a Regulatory Information Service.
[B] The name change will take effect upon the registrar of companies for England and Wales issuing a new certificate of incorporation. This is expected to take place on Tuesday January 25, 2022. A confirmation via a Regulatory Information Service will be released as soon as reasonably possible after the name change becomes effective.
- Dealings and Settlement in relevant markets
No action is required from any shareholder or ADS holder in connection with the Simplification. The existing A shares and B shares will automatically be assimilated into the single line of ordinary shares. This assimilation will not alter the total number of shares held by any shareholder or ADSs held by any ADS holder. The number of ordinary shares held by a shareholder immediately after the assimilation will be equal to the aggregate of the A shares and B shares held by such shareholder immediately before the assimilation. Likewise, the number of ADSs held by an ADS holder immediately after the assimilation will be equal to the aggregate of the A ADSs and B ADSs held by such ADS holder immediately before the assimilation.
No new share certificates will be issued in connection with the Simplification.
2.1 Euronext Amsterdam and Euroclear Nederland
Friday January 28, 2022 will be the last day of dealings in A and B shares on Euronext Amsterdam. Any dealings of the Company’s shares on Euronext Amsterdam on Monday January 31, 2022 and Tuesday February 1, 2022 will be designated as a trade in the single line of ordinary shares on a conditional basis and will be settled in the single line of ordinary shares on Wednesday February 2, 2022 and Thursday February 3, 2022 respectively.
Any dealings in A and B shares made on Thursday January 27, 2022 and Friday January 28, 2022 will settle in Euroclear Nederland as A and B shares on Monday January 31, 2022 and Tuesday February 1, 2022 respectively.
Any position held via Euroclear Nederland in A and B shares at close of business on Tuesday February 1, 2022 will assimilate into a single line of ordinary shares. The assimilated shares will be available at the start of the next business day, Wednesday February 2, 2022.
2.2 London Stock Exchange and Euroclear UK & International (CREST), Friday January 28, 2022 will be the last day of dealings in A and B shares on the London Stock Exchange. Dealings for normal settlement in the ordinary shares will commence at market opening on Monday January 31, 2022.
Any position directly held in Euroclear UK & International (CREST) will assimilate into a single line of ordinary shares before the start of trading on Monday January 31, 2022. Any dealings in A and B shares made on Thursday January 27, 2022 and Friday January 28, 2022 will settle as ordinary shares on Monday January 31, 2022 and Tuesday February 1, 2022 respectively.
2.3 New York Stock Exchange and DTCC
Wednesday January 26, 2022 is the last day that the ADS depository will issue and cancel A ADSs and B ADSs. Friday January 28, 2022 will be the last day of trading in A ADSs and B ADSs on the New York Stock Exchange.
