Business Context and Reporting Period
This Form 6-K filing by Royal Dutch Shell plc (Shell) is dated May 23, 2013. The document serves as a notification regarding the Reference Share Price for the First Quarter 2013 Scrip Dividend Programme. It does not contain a full financial report for the period but focuses on dividend mechanics and share issuance details.
Key Financial Metrics
The filing does not provide comprehensive financial statements such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The only specific financial data points disclosed are:
- Q1 2013 Interim Dividend: $0.45 per A/B ordinary share and $0.90 per American Depository Share (ADS).
- Q1 2013 Reference Share Price: $33.944 (US dollar equivalent of the average closing price on Euronext Amsterdam).
- Q1 2013 Reference ADS Price: $67.888 (calculated as two times the Reference Share Price).
Material Changes
The filing highlights a material change in the calculation of the Reference ADS Price due to a recent court ruling:
- Stamp Duty Reserve Tax (SDRT): A court ruling established that SDRT is not due on the issue of shares to a US depositary. Consequently, the Reference ADS Price no longer includes an adjustment for the deduction of SDRT or associated Dutch withholding tax.
- Alternative Reference ADS Price: Due to the SDRT ruling, the Alternative Reference ADS Price is no longer required; the standard Reference ADS Price now applies to all A ADSs and B ADSs.
Guidance, Outlook, and Management Commentary
The filing contains no forward-looking guidance, earnings outlook, or general management commentary regarding operational performance. Specific notes include:
- SDRT Reclamation: Shell is exploring with the Depository how ADS holders might reclaim SDRT amounts deducted on previous issues under the Scrip Dividend Programme. Details are expected on the company website.
- Shareholder Elections: Shareholders holding only B shares who join the programme must make a Scrip Dividend Election for new A shares issued, unless they have previously made such an election.
- Tax Implications: Dividends paid as shares are not subject to Dutch dividend withholding tax (15%) and generally are not taxed on receipt by UK or Dutch corporate shareholders.
Investor Verification Checklist
- Verify the exact Reference Share Price ($33.944) and Reference ADS Price ($67.888) for Q1 2013 scrip dividend calculations.
- Confirm the removal of SDRT adjustments from the Reference ADS Price calculation effective for this period.
- Check the Shell investor relations website for updates on the potential reclamation of previously deducted SDRT amounts.
- Ensure B-shareholders understand the requirement to make a new Scrip Dividend Election for newly issued A shares if they have not done so previously.