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September 17, 2024
Wael Sawan
Chief Executive Officer
Shell plc
London, SE1 7NA
United Kingdom
Re: Shell plc
Registration Statement on Form F-4
Filed September 5, 2024
File No. 333-281941
Dear Wael Sawan:
We have reviewed your registration statement and have the following
comments.
Please respond to this letter by amending your registration statement
and providing the
requested information. If you do not believe a comment applies to your facts
and circumstances
or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-4
Cover Page
1. We note the following disclosure in the offer to exchange: Subject to
applicable law and
as described under The Exchange Offers Extensions; Amendments;
Waiver
Termination, we may, at our option and sole discretion, waive any
such conditions with
respect to any of the Exchange Offers, except the condition that the
registration statement
of which this prospectus forms a part has been declared effective by the
U.S. Securities
and Exchange Commission. Please confirm in your response letter that
if you waive any
conditions to any one of the note offerings, you would extend all of the
offers to inform
noteholders of that change, and to disclose the potential impact on
them. See your
comment below regarding the fact that changes to any one of the exchange
offers affects
all the offers, as currently structured.
September 17, 2024
Page 2
The Exchange Offers, page 2
2. We note the following statement at the bottom on page 2: "Subject to
applicable law, we
reserve the right, but are not obligated, to increase or decrease the
Maximum Amount as
described below under 'The Exchange Offers Extensions; Amendments;
Waiver;
Termination.' Any such increase could result in the exchange of a
greater aggregate
principal amount of Old Notes. Accordingly, Holders should not tender
Old Notes that
they do not wish to have exchanged in the Exchange Offers"(emphasis
added). If you
increase or decrease the Maximum Amount, which is equivalent to a change
to the
number of notes sought in the offers, it appears you would be required
to extend the offers
and disseminate notice of this change to security holders. See Rule
14e-1(b). Your
disclosure on page 29 appears to acknowledge this obligation: "In
accordance with Rule
14e-1 under the Exchange Act, if we elect to change the consideration
offered or the
percentage of Old Notes sought, the relevant Exchange Offers will remain
open for a
minimum ten business-day period commencing on the date that the notice
of such change
is first published or sent to holders of the Old Notes." Therefore, we
do not understand the
italicized sentence. Please revise here to clarify your obligation to
amend, disseminate and
(possibly) extend the offers upon making such a change.
Terms of the Exchange Offers, page 14
3. We note the following disclosure in this section, and similar
disclosures throughout the
offer material: If either of the Minimum Size Condition or the
Maximum Amount
Condition is not satisfied with respect to a given series of Old Notes,
then (i) no Old
Notes of that series will be accepted for exchange (whether or not
validly tendered) and
(ii) the series of Old Notes (if any) with the next lowest Acceptance
Priority Level that
satisfies both the Minimum Size Condition and the Maximum Amount
Condition will be
accepted for exchange, until there is no series of Old Notes with a
lower Acceptance
Priority Level to consider for exchange (emphasis added). We also
note the following
disclosure on page 16: The aggregate principal amount of Old Notes
that are accepted for
exchange in the Exchange Offers will be based on the order of acceptance
priority for
such series . . . , with Acceptance Priority Level 1 being the highest
and Acceptance
Priority Level 12 being the lowest (emphasis added). It appears that
the disclosure in the
first quoted sentence above should read "the next HIGHEST Acceptance
Priority Level."
Please revise or advise.
Settlement Date, page 17
4. We note the following disclosure on page 11: Even if the Exchange
Offers are
completed, the Exchange Offers may not be completed on the schedule
described in this
prospectus. Accordingly, holders participating in the Exchange Offers
may have to wait
longer than expected to receive their New Notes and the cash
consideration . . . . Please
advise how this complies with the prompt payment requirement under Rule
14e-1(c).
Conditions to the Exchange Offers, page 18
5. Refer to conditions (ii) and (iv) on pages 18 and 19. A tender offer may
be conditioned on
a variety of events and circumstances, provided that they are not within
the direct or
indirect control of the offeror. The conditions also must be drafted
with sufficient
specificity to allow shareholders to objectively understand their scope.
Your conditions
September 17, 2024
Page 3
include the term threatened in describing any action or
proceeding. It also includes a
condition that business, properties, assets, liabilities, financial
condition, operations,
results of operations or prospects and [your] subsidiaries taken as a
whole not be
threatened. With a view towards revised disclosure, please advise
what is meant by
"threatened" in this context and how security holders can determine
whether these
conditions are implicated. Refer to Question 101.01 of the Tender Offer
Rules and
Schedules Compliance and Disclosure Interpretations (March 17, 2023).
6. You have included a condition that will be triggered by any general
suspension of or
general limitation on prices for, or trading in securities on any
national securities
exchange or in the over-the-counter market. Please revise to explain
what would be
considered a "limitation on prices for, or trading in securities on any
national securities
exchange or in the over-the-counter market," or delete this language.
7. We note that condition (iii)(4) will be triggered by a commencement
of a war, armed
hostilities or other similar international calamity directly or
indirectly involving the
United States (emphasis added), without any material qualifier on the
gravity of such an
event, without requiring any connection between such an event and the
Exchange Offers,
and without limiting the event to one directly involving the United
States. In addition, it is
unclear what current hostilities, which, if they worsen, would trigger
this condition. The
broad wording of this offer condition gives rise to illusory offer
concerns under Section
14(e) of the Exchange Act and Regulation 14E thereunder, in particular
given ongoing
international hostilities. Please revise to narrow or qualify this
condition, or advise.
Extensions; Amendments; Waiver; Termination, page 19
8. We note the following statement at the bottom of page 19: "Subject to
applicable law,
each Exchange Offer is being made independently of the other Exchange
Offers, and we
reserve the right to terminate, withdraw, amend or waive any condition
to each Exchange
Offer independently of the other Exchange Offers at any time and from
time to time, as
described in this prospectus." Because of the way the offers are
structured and in
particular, the order of priority for take up of multiple classes, along
with the total
maximum dollar amount of notes you are seeking to purchase, it appears
that termination
or modification of any offer for any particular class would materially
impact the offers for
all other class of notes. Please revise or advise.
Withdrawal of Tenders, page 21
9. See our comment above. In addition, in order to rely on Rule 162 to
commence this
exchange offer early, you must provide withdrawal rights to the same
extent as would be
required if this Offer were subject to the requirements of Exchange Act
Rule 13e-4 or
Regulation 14D. See Rule 162(a)(2). This includes the requirement to
provide back-end
withdrawal rights 60 days after commencement of the offer, pursuant to
Section 14(d)(5)
of the Exchange Act. See footnote 281 on page 88 of Exchange Act Release
58597 (2008)
(expanding the availability of early commencement for exchange
offers not subject to
Regulation 14D with certain conditions). Rule 162(a)(2) also requires
you to disseminate
notice of material changes and keep the offer open for certain minimum
periods after such
notice (with withdrawal rights). Please revise your disclosure here and
elsewhere relevant.
September 17, 2024
Page 4
Miscellaneous, page 22
10. Refer to the first sentence in this section. Please revise this and
similar statements
throughout your offer material to remove the implication that the
holders may not
challenge your determination and interpretations in a court of competent
jurisdiction.
General
11. Given that this is an early commencement exchange offer, please remove
the words
Subject to Completion on the cover page of the prospectus. See
Question 2 in Section
I.E of the Third Supplement (July 2001) to the Division of Corporation
Finance s Manual
of Publicly Available Telephone Interpretations. In addition, the date
of the prospectus (at
the bottom of the cover page) may not be left blank. Please revise.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Eddie Kim at 202-679-6943 with any questions.
Sincerely,
Division of
Corporation Finance
Office of Energy &
Transportation