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Dutch government ‘unpleasantly surprised’ by Shell’s plans

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Shell ditches the Dutch, moves to London in share structure overhaul

KEY POINTS
  • Royal Dutch Shell said on Monday it would scrap its dual share structure and move its head office to Britain from the Netherlands, pushed away by Dutch taxes and facing climate pressure in court as the energy giant shifts from oil and gas.
  • The Anglo-Dutch firm has been in a long-running tussle with the Dutch authorities over the country’s 15% dividend withholding tax, which Shell sought to avoid paying with its two share classes. Its new structure would resolve that issue.
  • The Dutch government said on Monday it was “unpleasantly surprised” by Shell’s plans to move to London from The Hague.

Royal Dutch Shell said on Monday it would scrap its dual share structure and move its head office to Britain from the Netherlands, pushed away by Dutch taxes and facing climate pressure in court as the energy giant shifts from oil and gas.

The company, which long faced questions from investors about its dual structure and had recently been hit by a Dutch court order over its climate targets, aims to drop “Royal Dutch” from its name – part of its identity since 1907 – to become Shell Plc.

The Anglo-Dutch firm has been in a long-running tussle with the Dutch authorities over the country’s 15% dividend withholding tax, which Shell sought to avoid paying with its two share classes. Its new structure would resolve that issue.

In a further knock to its relations with the Netherlands, the biggest Dutch state pension fund ABP said last month it would drop Shell and all fossil fuels from its portfolio.

The Dutch government said on Monday it was “unpleasantly surprised” by Shell’s plans to move to London from The Hague.

Shell’s shares, which will still be traded in Amsterdam and New York under the plan, climbed more than 2% in London on Monday morning after the news.

“The current complex share structure is subject to constraints and may not be sustainable in the long term,” Shell said, as it announced its plan to change its share structure.

The move requires at least 75% of votes by shareholders at a general meeting to be held on Dec. 10, Shell said.

“We see merits in the proposed restructuring of Shell’s shares structure and tax residence. Among other benefits, the proposed changes will increase Shell’s ability to buy back shares,” Jefferies said in a research note.

Monday’s move follows a major overhaul Shell completed this summer as part of its strategy to shift away from oil and gas to renewables and low-carbon energy. The overhaul included thousands of job cuts around the world.

Climate action

In May, a Dutch court ordered Shell to deepen its planned greenhouse gas emission cuts in order to align with the Paris climate deal which aims to limit global warming to 1.5 degrees Celsius. Shell has said it would appeal.

“If this decision will enable the company to be more agile in order to execute its transition to net zero, then it should be viewed positively,” said Adam Matthews, chief responsible investment officer at Church of England Pensions Board, a Shell shareholder.

Matthews, who is leading talks with Shell on behalf of the investor group Climate Action 100+, said it should not remove Shell’s responsibility to implement the Dutch court ruling.

Shell is also battling calls made last month from activist investor Third Point for the firm to be broken up into multiple companies. Shell’s top executives hit back, saying the businesses work better together.

Shell said of its latest plan: “The simplification is designed to strengthen Shell’s competitiveness and accelerate both shareholder distributions and the delivery of its strategy to become a net-zero emissions business.”

Dutch Prime Minister Mark Rutte and his coalition had planned to scrap the withholding tax in 2018 in order to retain the headquarters of Shell and Unilever, another Anglo-Dutch firm which has also now shifted to London. Dutch lawmakers opposed the move. Rutte had warned it could prompt firms to relocate.

Consumer products giant Unilever abandoned its dual Anglo-Dutch structure last year in favor of a single London-based entity.

Corporate giants are under growing pressure to simplify their structures with General Electric, Toshiba and Johnson & Johnson announcing plans last week to split into separate companies.

Dual listings, which are more expensive to maintain, are also falling out of favor. Miner BHP, like Unilever, has also called time on such a structure.

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