Business Context and Reporting Period
This Form 6-K filing by Royal Dutch Shell plc (Shell) is dated May 13, 2015. The report concerns the ongoing recommended cash and share offer by Shell for the entire issued and to be issued share capital of BG Group plc (BG), announced on April 8, 2015.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a procedural announcement regarding regulatory compliance and does not contain financial performance data.
Material Changes
On May 13, 2015, Shell and BG entered into a specific agreement to protect commercially sensitive information shared between the companies and their legal counsel (Slaughter and May and Freshfields Bruckhaus Deringer LLP). This information is being shared to prepare for antitrust or regulatory filings related to the Combination.
Guidance, Outlook, and Risks
- Regulatory Compliance: The agreement and this announcement are made in accordance with Rule 26.2 and Rule 26.1 of the City Code on Takeovers and Mergers.
- Availability: Copies of the Agreement and this announcement are available on the websites of Shell and BG.
- Legal Restrictions: The announcement is not an offer to sell securities and does not constitute a prospectus. Distribution may be restricted in jurisdictions outside the United Kingdom.
Key Facts for Investor Verification
- Verify the availability of the "Agreement" on the official Shell and BG websites.
- Confirm the status of antitrust and regulatory filings for the Shell-BG Combination.
- Review the full terms of the recommended cash and share offer announced on April 8, 2015.
- Check for any jurisdiction-specific restrictions on the distribution of this announcement.