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Timetable proposed for unified Shell

Financial Times: Timetable proposed for unified Shell

Posted 20 May 05

By Clay Harris in London

Shares in the unified Royal Dutch Shell will begin trading on July 20 under the timetable announced yesterday by the Dutch-UK oil and gas group.

The schedule was in line with previously outlined proposals to create a single company – incorporated in the UK but with its headquarters in the Hague – after nearly a century of federation between Royal Dutch and Shell Transport and Trading.

The new structure was proposed after a series of reserves restatements in 2004 raised questions about the group’s corporate governance. The plan needs to be approved by shareholders and the UK High Court on June 28.

Shell said it would give preference to previous holders of Dutch shares in its planned $3bn-$5bn share buy-back this year and explained how shareholders could decide to have dividends paid either in sterling or euro.

Royal Dutch shareholders will receive A shares, accounting for 60 per cent of the total, and Shell Transport holders will receive B shares, accounting for 40 per cent. This preserves their respective economic interests in the group.

Investors will get two A shares in the new company for every two Royal Dutch shares held and one A American Depositary Receipt for each New York-registered Royal Dutch share.

Shell Transport shareholders, however, will need a calculator. They will get precisely 0.287333066 B shares for each old UK share, or 0.86199198 B ADRs for each old ADR. Fractional entitlements will be sold on their behalf.

The A and B shares will rank equally, except that Shell said it would give preference to buying back the A shares because of an exemption from the withholding tax normally imposed under Dutch law.

With Shell Transport shares yesterday trading at a premium to Royal Dutch, it was more likely in any case that the company would choose to buy the cheaper shares. The earnings per share enhancement would accrue equally to both classes.

Quarterly dividends will be declared in euros. The group said it intended to increase dividends at least in line with inflation, using Royal Dutch dividends for 2004 as the base.

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