Shell Midstream Partners, L.P. Launches Initial Public Offering
THE HAGUE, the Netherlands, October 20, 2014/PRNewswire-FirstCall/ --
Shell Midstream Partners, L.P., a limited partnership formed by Royal Dutch
Shell (NYSE: RDS.A)(NYSE: RDS.B), announced today that it has launched its
initial public offering of 37,500,000 common units, representing limited partner
interests. The common units are expected to be listed on the New York Stock
Exchange under the ticker symbol "SHLX." The underwriters of the offering will
have a 30-day option to purchase up to an additional 5,625,000 common units from
Shell Midstream Partners.
The common units being offered represent a 27.2 percent limited partner interest
in Shell Midstream Partners, or a 31.3 percent limited partner interest if the
underwriters exercise in full their option to purchase additional common units.
Royal Dutch Shell, through certain of its subsidiaries, will own the remaining
limited partner interest in Shell Midstream Partners, as well as its 2.0 percent
general partner interest.
Barclays, Citigroup, Morgan Stanley and UBS Investment Bank are acting as
book-running managers for the offering. Credit Suisse, Goldman Sachs, JP Morgan,
Wells Fargo, RBC Capital Markets and Credit Agricole are acting as co-managers.
The offering is being made only by means of a prospectus. Once it becomes
available, potential investors can obtain a prospectus that meets the
requirements of Section 10 of the Securities Act of 1933 from:


    Barclays                           Citigroup
    c/o Broadridge Financial Solutions c/o Broadridge Financial Solutions
    1155 Long Island Avenue            1155 Long Island Avenue
    Edgewood, NY 11717                 Edgewood, New York 11717
    Phone: +1-888-603-5847             Phone: +1-800- 831-9146
    barclaysprospectus@broadridge.com  prospectusdept@citi.com
    Morgan Stanley                     UBS Investment Bank
    Attention: Prospectus Department   Attn: Prospectus Dept.
    180 Varick Street                  299 Park Avenue
    New York, New York 10014           New York, New York 10171
    Prospectus@morganstanley.com       Phone: +1-888-827-7275


When available, to obtain a copy of the prospectus free of charge, visit the
SEC's website, http://www.sec.gov, and search under the registrant's name,
"Shell Midstream Partners."
A registration statement relating to the common units has been filed with the
Securities and Exchange Commission but has not yet become effective. The common
units may not be sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy these
securities, nor shall there be any sales of the securities in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any such
state or jurisdiction.
About Shell Midstream Partners
Shell Midstream Partners is a fee-based, growth-oriented master limited
partnership recently formed by Royal Dutch Shell to own, operate, develop and
acquire pipelines and other midstream assets. Shell Midstream Partners' initial
assets consist of interests in entities that own crude oil and refined products
pipelines serving as key infrastructure to transport growing onshore and
offshore crude oil production to Gulf Coast refining markets and to deliver
refined products from those markets to major demand centres.

Cautionary note
The companies in which Royal Dutch Shell plc directly and indirectly owns
investments are separate entities. In this announcement "Shell", "Shell Group"
and "Royal Dutch Shell" are sometimes used for convenience where references are
made to Royal Dutch Shell plc and its subsidiaries in general. Likewise, the
words "we", "us" and "our" are also used to refer to subsidiaries in general or
to those who work for them. These expressions are also used where no useful
purpose is served by identifying the particular company or companies.
"Subsidiaries", "Shell subsidiaries" and "Shell companies" as used in this
announcement refer to companies in which Shell either directly or indirectly has
control, by having either a majority of the voting rights or the right to
exercise a controlling influence. The companies in which Shell has significant
influence but not control are referred to as "associated companies" or
"associates" and companies in which Shell has joint control are referred to as
"jointly controlled entities". In this announcement, associates and jointly
controlled entities are also referred to as "equity-accounted investments". The
term "Shell interest" is used for convenience to indicate the direct and/or
indirect ownership interest held by Shell in a venture, partnership or company,
after exclusion of all third-party interest.
This announcement contains forward looking statements concerning the financial
condition, results of operations and businesses of Shell and the Shell Group.
All statements other than statements of historical fact are, or may be deemed to
be, forward-looking statements. Forward-looking statements are statements of
future expectations that are based on management's current expectations and
assumptions and involve known and unknown risks and uncertainties that could
cause actual results, performance or events to differ materially from those
expressed or implied in these statements. Forward-looking statements include,
among other things, statements concerning the potential exposure of Shell and
the Shell Group to market risks and statements expressing management's
expectations, beliefs, estimates, forecasts, projections and assumptions. These
forward looking statements are identified by their use of terms and phrases such
as "anticipate", "believe", "could", "estimate", "expect", "goals", "intend",
"may", "objectives", "outlook", "plan", "probably", "project", "risks", "seek",
"should", "target", "will" and similar terms and phrases. There are a number of
factors that could affect the future operations of Shell and the Shell Group and
could cause those results to differ materially from those expressed in the
forward looking statements included in this announcement, including (without
limitation): (a) price fluctuations in crude oil and natural gas; (b) changes in
demand for Shell's products; (c) currency fluctuations; (d) drilling and
production results; (e) reserves estimates; (f) loss of market share and
industry competition; (g) environmental and physical risks; (h) risks associated
with the identification of suitable potential acquisition properties and
targets, and successful negotiation and completion of such transactions; (i) the
risk of doing business in developing countries and countries subject to
international sanctions; (j) legislative, fiscal and regulatory developments
including regulatory measures addressing climate change; (k) economic and
financial market conditions in various countries and regions; (l) political
risks, including the risks of expropriation and renegotiation of the terms of
contracts with governmental entities, delays or advancements in the approval of
projects and delays in the reimbursement for shared costs; and (m) changes in
trading conditions. All forward looking statements contained in this
announcement are expressly qualified in their entirety by the cautionary
statements contained or referred to in this section. Readers should not place
undue reliance on forward looking statements. Additional factors that may affect
future results are contained in Shell's 20-F for the year ended 31 December 2013
(available at http://www.shell.com/investor and http://www.sec.gov). These
factors also should be considered by the reader. Each forward looking statement
speaks only as of the date of this announcement, 20 October 2014. Neither Shell
nor any of its subsidiaries nor the Shell Group undertake any obligation to
publicly update or revise any forward looking statement as a result of new
information, future events or other information. In light of these risks,
results could differ materially from those stated, implied or inferred from the
forward looking statements contained in this announcement.


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