Royal Dutch Shell acquires over 95% of Royal Dutch Shares

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Beleggingsadvies 02/08/2005 15:42
Joint Announcement by Royal Dutch Shell plc ('Royal Dutch Shell') and N.V. Koninklijke Nederlandsche Petroleum Maatschappij ('Royal Dutch')

Royal Dutch Shell acquires over 95% of Royal Dutch Shares

Royal Dutch Shell announces that as of 2 August 2005, Royal Dutch Shell has acquired 1,966,867,638 ordinary shares in the share capital of Royal Dutch (‘Royal Dutch Shares’), representing 95.04% of all issued and outstanding Royal Dutch Shares. This includes those shares accepted for exchange in the initial offer period and those shares accepted for exchange to date in the subsequent offer acceptance period. This level exceeds the 95% level at which Royal Dutch Shell may elect to initiate squeeze out procedures. An acceptance level of at least 95% is also required by applicable Euronext rules in order to de-list from Euronext Amsterdam. Accordingly, Royal Dutch Shell has requested that Royal Dutch seek delisting from Euronext Amsterdam. Royal Dutch Shell has also requested that Royal Dutch seek delisting from the New York Stock Exchange.

The subsequent offer acceptance period remains open and will expire at 3:00 p.m. Amsterdam time on 9 August 2005. During this period, holders of Royal Dutch Shares continue to be able – subject to the terms of the Royal Dutch Offer documents – to tender any remaining Royal Dutch Shares.

The subsequent offer acceptance period is not an extension of the offer by Royal Dutch Shell to acquire all ordinary shares of Royal Dutch that expired on 18 July 2005 (the "Royal Dutch Offer"). During the subsequent offer acceptance period there will be no withdrawal rights for Royal Dutch Shares tendered for exchange. Royal Dutch Shell will promptly accept for exchange any Royal Dutch Shares tendered during the subsequent offer acceptance period at the same exchange ratio as in the Royal Dutch Offer period (that is, two Royal Dutch Shell Class A ordinary shares for every Royal Dutch Share held in bearer or Hague registry form tendered and one Royal Dutch Shell Class A ADR (representing two Royal Dutch Shell Class A Shares) for every Royal Dutch Share held in New York registry form tendered).

Remaining Royal Dutch Shares
As previously announced, if by the end of the subsequent offer acceptance period, Royal Dutch Shell does not hold 100% of Royal Dutch Shares, Royal Dutch Shell reserves the right to use any legally permitted method to obtain 100% of the Royal Dutch Shares. This could include a squeeze out procedure, engaging in one or more corporate restructuring transactions, such as a merger, liquidation, transfer of assets or conversion of Royal Dutch into another form or corporate entity, or changing the Royal Dutch articles of association to alter the corporate or capital structure in a manner beneficial to Royal Dutch Shell. Further, Royal Dutch Shell could engage in one or more transactions with minority holders of Royal Dutch Shares which may include public or private exchanges, tender offers or purchases for consideration consisting of Royal Dutch Shell Shares, other securities or cash.




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