Business Context and Reporting Period
Company: Royal Dutch Shell plc (Shell Plc)
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Date: July 20, 2005
Event: Completion of the merger transaction (the "Transaction") between Royal Dutch Shell plc, Royal Dutch Petroleum Company ("Royal Dutch"), and Shell Transport and Trading Company, p.l.c. ("Shell Transport").
On July 20, 2005, the Registrant announced that all conditions to the Exchange Offer and the Scheme of Arrangement had been satisfied. Consequently, Royal Dutch Shell plc became the parent company of Royal Dutch and Shell Transport, unifying the Royal Dutch/Shell Group of Companies under a single holding structure.
Key Financial Metrics and Capital Structure
This filing details the post-transaction share capital structure rather than operational financial performance (revenue, profit, or cash flow). The filing text does not provide revenue, profit, or cash flow figures for the period.
| Share Class | Authorized Shares | Authorized Amount (€) | Issued Shares | Issued Amount (€) |
|---|---|---|---|---|
| Class A Ordinary Shares (€0.07 each) | 3,795,877,216 | 265,711,405 | 3,795,277,216 | 265,669,405 |
| Class B Ordinary Shares (€0.07 each) | 2,759,360,000 | 193,155,200 | 2,759,360,000 | 193,155,200 |
| Sterling Deferred Shares (£1 each) | 50,000 | £50,000 | 50,000 | £50,000 |
| Unclassified Shares (€0.07 each) | 3,101,000,000 | 217,070,000 | Nil | Nil |
Employee Plans: As of July 20, 2005, trusts holding shares for employee plans held 168 million ordinary shares with a book value of $4,549 million.
Material Changes
- Corporate Structure: Royal Dutch and Shell Transport became subsidiaries of Royal Dutch Shell plc.
- Share Exchange Ratios:
- Royal Dutch Ordinary Shares (New York registry): 1 share exchanged for 1 Class A ADR (representing 2 Class A ordinary shares).
- Royal Dutch Ordinary Shares (Bearer/Hague registry): 1 share exchanged for 2 Class A ordinary shares.
- Shell Transport Ordinary Shares: 1 share exchanged for 0.287333066 Class B ordinary shares.
- Shell Transport ADRs: 1 ADR exchanged for 0.861999198 Class B ADRs (representing 2 Class B ordinary shares).
- Delisting: Shell Transport Ordinary Shares and Shell Transport ADRs were delisted from the New York Stock Exchange (NYSE). Royal Dutch Ordinary Shares in New York registry form are expected to be delisted as soon as reasonably practicable.
- New Listings: Class A ADRs (Ticker: RDS.A) and Class B ADRs (Ticker: RDS.B) were authorized for listing on the NYSE. Class A and Class B ordinary shares are listed on the London Stock Exchange and Euronext Amsterdam.
Guidance, Outlook, and Material Provisions
Dividend Access Mechanism: A specific mechanism was established for Class B ordinary shares to avoid Dutch withholding tax. Dividends on Class B shares are expected to be paid via a "dividend access share" issued by Shell Transport to a trustee, which distributes dividends with a UK source. This mechanism is subject to a limit of €3.3 billion per year and requires consultation with the Dutch Revenue Service for future Class B issuances.
Dispute Resolution: The Articles of Association mandate that disputes between shareholders and the company (or directors/professional service providers) be resolved exclusively by arbitration in The Hague, The Netherlands, under ICC Rules. This applies to Class A and Class B ADR holders as well.
Board Composition: The Board consists of 10 non-executive directors (including the Chairman) and 5 executive directors. The company is headquartered in The Hague, Netherlands, with a registered office in London, UK.
Investor Verification Checklist
- Share Conversion: Verify the specific exchange ratio received based on the registry form (New York vs. Bearer/Hague) of the original Royal Dutch or Shell Transport shares held.
- Tax Implications: Confirm the tax treatment of dividends, specifically the operation of the Dividend Access Mechanism for Class B shares and the potential for Dutch withholding tax on Class A shares.
- Trading Symbols: Ensure trading accounts are updated for the new ticker symbols (RDS.A and RDS.B) on the NYSE.
- Arbitration Clause: Review the mandatory arbitration provision in the Articles of Association, which limits the ability to bring class action suits or derivative suits in U.S. courts.
- Pre-emption Rights: Note that future issuance of Class B shares requires prior consultation with the Dutch Revenue Service.