UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
October 2022
Commission File Number: 1-32575
Shell plc
(Exact name of registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
Shell Centre
London, SE1 7NA
United Kingdom
(Address of principal executive office)
________________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Shell announces commencement of a share buyback programme
October
27, 2022
Shell plc (the ‘company’) today announces the commencement of a $4 billion share buyback programme
covering an aggregate contract term of approximately three months (the ‘programme’). The purpose of the programme is to reduce
the issued share capital of the company. All shares repurchased as part of the programme will be cancelled. It is intended that, subject
to market conditions, the programme will be completed prior to the company’s Q4 results announcement, scheduled for February 2,
2023.
The company has entered into an arrangement with a single broker consisting of three irrevocable, non-discretionary
contracts, to enable the purchase of ordinary shares on both London market exchanges (the London Stock Exchange and/or on BATS and/or
on Chi-X) (pursuant to two ‘London contracts’) and Netherlands exchanges (Euronext Amsterdam and/or on CBOE Europe DXE and/or
on Turquoise Europe) (pursuant to one ‘Netherlands contract’) for a period up to and including January 27, 2023. The aggregate
maximum consideration for the purchase of ordinary shares under the London contracts is $2 billion and the maximum consideration for
the purchase of ordinary shares under the Netherlands contract is $2 billion. Purchases under the London contracts will be carried out
in accordance with the company’s authority1 to repurchase shares on-market and will be effected within certain contractually
agreed parameters. Purchases under the Netherlands contract will be carried out in accordance with the company’s authority1
to repurchase shares off-market pursuant to the off-market share buyback contract approved by its shareholders and the parameters
set out therein.
The maximum number of ordinary shares which may be purchased or committed to be purchased by the company
under the programme (across all three contracts) is 528,919,217, which is the maximum number remaining as of the date of this announcement
pursuant to the relevant authorities granted by shareholders at the company's 2022 Annual General Meeting1.
The
broker will make its trading decisions in relation to the company's securities independently of the company.
The programme
will be conducted in accordance with Chapter 12 of the Listing Rules, Article 5 of the Market Abuse Regulation 596/2014/EU dealing with
buy-back programmes (‘EU MAR’) and EU MAR as “onshored” into UK law from the end of the Brexit transition period
(at 11:00 pm on 31 December 2020) through the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement)
Act 2020), and as amended, supplemented, restated, novated, substituted or replaced including by relevant statutory instruments (including,
The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), from time to time and the Commission Delegated Regulation (EU) 2016/1052
(the ‘EU MAR Delegated Regulation’) and the EU MAR Delegated Regulation as “onshored” into UK law from the end
of the Brexit transition period (at 11:00 pm on 31 December 2020) through the European Union (Withdrawal) Act 2018 (as amended by the
European Union (Withdrawal Agreement) Act 2020), and as amended, supplemented, restated, novated, substituted or replaced including by
relevant statutory instruments (including, The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), from time to time.
1
The existing shareholder authorities to buy back shares granted at the company's 2022 Annual General Meeting will expire at the
earlier of the close of business on August 24, 2023, and the end of the date of the company's 2023 Annual General Meeting. The company
expects to seek renewal of shareholder authority to buy back shares at subsequent Annual General Meetings.
Enquiries
Media
International: +44 (0) 207 934 5550
Media Americas: +1 832 337 4355
CAUTIONARY STATEMENT
The
companies in which Shell plc directly and indirectly owns investments are separate legal entities. In this announcement “Shell”,
“Shell Group” and “Group” are sometimes used for convenience where references are made to Shell plc and its subsidiaries
in general. Likewise, the words “we”, “us” and our” are also used to refer to Shell plc and its subsidiaries
in general or to those who work for them. These terms are also used where no useful purpose is served by identifying the particular entity
or entities. ‘‘Subsidiaries’’, “Shell subsidiaries” and “Shell companies” as used in
this announcement refer to entities over which Shell plc either directly or indirectly has control. Entities and unincorporated arrangements
over which Shell has joint control are generally referred to as “joint ventures” and “joint operations”, respectively.
“Joint ventures” and “joint operations” are collectively referred to as “joint arrangements”.
Entities over which Shell has significant influence but neither control nor joint control are referred to as “associates”.
The term “Shell interest” is used for convenience to indicate the direct and/or indirect ownership interest held by Shell
in an entity or unincorporated joint arrangement, after exclusion of all third-party interest.
Forward-Looking Statements
This
announcement contains forward-looking statements (within the meaning of the U.S. Private Securities Litigation Reform Act of 1995) concerning
the financial condition, results of operations and businesses of Shell. 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 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 “aim”, “ambition”, ‘anticipate’’, ‘‘believe’’,
‘‘could’’, ‘‘estimate’’, ‘‘expect’’, ‘‘goals’’,
‘‘intend’’, ‘‘may’’, “milestones”, ‘‘objectives’’,
‘‘outlook’’, ‘‘plan’’, ‘‘probably’’, ‘‘project’’,
‘‘risks’’, “schedule”, ‘‘seek’’, ‘‘should’’, ‘‘target’’,
‘‘will’’ and similar terms and phrases. There are a number of factors that could affect the future operations
of Shell 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, judicial, 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; (m) risks associated with the impact of pandemics, such as the COVID-19 (coronavirus)
outbreak; and (n) changes in trading conditions. No assurance is provided that future dividend payments will match or exceed previous
dividend payments. 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
risk factors that may affect future results are contained in Shell plc’s Form 20-F for the year ended December 31, 2021 (available
at www.shell.com/investor and www.sec.gov). These risk factors also expressly qualify all forward-looking statements contained in this
announcement and should be considered by the reader. Each forward-looking statement speaks only as of the date of this announcement,
October 27, 2022. Neither Shell plc nor any of its subsidiaries 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.
Shell’s
net carbon footprint
Also, in this announcement we may refer to Shell’s “Net Carbon Footprint” or “Net
Carbon Intensity”, which include Shell’s carbon emissions from the production of our energy products, our suppliers’
carbon emissions in supplying energy for that production and our customers’ carbon emissions associated with their use of the energy
products we sell. Shell only controls its own emissions. The use of the term Shell’s “Net Carbon Footprint” or “Net
Carbon Intensity” are for convenience only and not intended to suggest these emissions are those of Shell plc or its subsidiaries.
Shell’s
net-Zero Emissions Target
Shell’s operating plan, outlook and budgets are forecasted for a ten-year period
and are updated every year. They reflect the current economic environment and what we can reasonably expect to see over the next
ten years. Accordingly, they reflect our Scope 1, Scope 2 and Net Carbon Footprint (NCF) targets over the next ten years. However,
Shell’s operating plans cannot reflect our 2050 net-zero emissions target and 2035 NCF target, as these targets are currently outside
our planning period. In the future, as society moves towards net-zero emissions, we expect Shell’s operating plans to reflect this
movement. However, if society is not net zero in 2050, as of today, there would be significant risk that Shell may not meet this target.
Forward
Looking Non-GAAP measures
This announcement may contain certain forward-looking non-GAAP measures such as cash capital
expenditure and divestments. We are unable to provide a reconciliation of these forward-looking Non-GAAP measures to the most comparable
GAAP financial measures because certain information needed to reconcile those Non-GAAP measures to the most comparable GAAP financial
measures is dependent on future events some of which are outside the control of Shell, such as oil and gas prices, interest rates and
exchange rates. Moreover, estimating such GAAP measures with the required precision necessary to provide a meaningful reconciliation
is extremely difficult and could not be accomplished without unreasonable effort. Non-GAAP measures in respect of future periods which
cannot be reconciled to the most comparable GAAP financial measure are calculated in a manner which is consistent with the accounting
policies applied in Shell plc’s consolidated financial statements.
The contents of websites referred to in this announcement
do not form part of this announcement.
We may have used certain terms, such as resources, in this announcement that the United
States Securities and Exchange Commission (SEC) strictly prohibits us from including in our filings with the SEC. Investors are
urged to consider closely the disclosure in our Form 20-F, File No 1-32575, available on the SEC website www.sec.gov.
This Report on Form 6-K is incorporated by reference into:
(a) | the Registration Statement on Form F-3 of Shell plc and Shell International Finance B.V. (Registration Numbers 333-254137 and 333-254137-01); and |
(b) | the Registration Statement on Form S-8 of Shell plc (Registration Number 333-262396). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Shell plc | ||
(Registrant) | ||
Date: October 27, 2022 | /s/ Anthony Clarke | |
Anthony Clarke | ||
Deputy Company Secretary | ||