Filed by Royal Dutch Shell plc
This communication is filed
pursuant to Rule 425 under The Securities Act of 1933, as
and deemed filed pursuant to Rule 14d-2 of the Securities Exchange Act of 1934, as amended.
Subject Company: Royal Dutch Petroleum Company
Registration Number: 333-125037
Date: June 16, 2005
Holders of ordinary shares of Royal Dutch Petroleum Company (N.V. Koninklijke Nederlandsche Petroleum Maatschappij) (Royal Dutch) are urged to carefully review the registration statement on Form F-4 (including the prospectus) and other documents relating to the Royal Dutch exchange offer (the Royal Dutch Offer) that have been or will be filed with, or furnished to, the US Securities and Exchange Commission (the SEC) by Royal Dutch Shell plc (Royal Dutch Shell) and the related solicitation/recommendation statement on Schedule 14D-9 that has been filed with the SEC by Royal Dutch and, as the case may be, the Royal Dutch Offer document and the prospectus which have been filed with, or furnished to, Euronext Amsterdam N.V. and the Dutch Authority for the Financial Markets by Royal Dutch Shell, regarding the Royal Dutch Offer, because each of these documents will contain important information relating to the Royal Dutch Offer. A free copy of the documents filed with the SEC (once filed) and other documents made public or filed with, or furnished to, the SEC by Royal Dutch Shell, Royal Dutch and The Shell Transport and Trading Company, p.l.c (Shell Transport) can be obtained at the SECs website at www.sec.gov. These documents may also be obtained free of charge at the Royal Dutch Shell website at www.shell.com/unification or free of charge by contacting Investor Relations, Shell International B.V., FSK, PO Box 162, 2501 AN The Hague, The Netherlands.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART INTO ITALY OR JAPAN
The Royal Dutch Offer and the scheme of arrangement of Shell Transport (the Scheme) are not being and will not be made, directly or indirectly, in or into or by the use of the mails or any other means or instrumentality (including, without limitation, facsimile transmission, telex, telephone or internet) of interstate or foreign commerce of, or any such facilities of a national securities exchange of, Japan, and are not and will not be capable of acceptance by any such use, means, instrumentality or facilities from or within Japan. The Royal Dutch Offer and the Scheme are not being made to residents of Japan or in Japan. This document and other documents related to the Transaction must not be electronically provided to, nor accessed by, residents of Japan or persons who are in Japan. Copies of this document and any other documents related to the proposed transaction pursuant to which Royal Dutch Shell will become the holding company of Royal Dutch and Shell Transport (the Transaction) are not being, and must not be, mailed or otherwise distributed or sent to any person or company in or from Japan. Persons receiving this document (including custodians, nominees and trustees) or other documents related to the Transaction must not distribute or send them to any person or company in or from Japan.
The Royal Dutch Offer and the Scheme have not been notified to the Commissione Nazionale per le Società e la Borsa pursuant to applicable Italian securities laws and implementing regulations. Absent such notification, no public offer can be carried out in the Republic of Italy. Consequently, this document and other documents relating to the Transaction have not been, and cannot be, disclosed to any Italian residents or person or entity in the Republic of Italy and no other form of solicitation has been and can be, carried out in the Republic of Italy. This document and any document relating to the Transaction may not be mailed, distributed, disseminated or otherwise disclosed to any Italian residents or persons or entities in the Republic of Italy.
The Royal Dutch Offer is not to be made in New Zealand and may not be accepted by persons in New Zealand except as set out below. No prospectus has been registered with the New Zealand Registrar of Companies in accordance with the Securities Act 1978 (New Zealand) (the New Zealand Securities Act). Accordingly, neither the Royal Dutch Offer Document nor any other offering materials or advertisement in relation to the Royal Dutch Offer may be received by a person in New Zealand nor may Royal Dutch Shell Shares be offered directly or indirectly in New Zealand except in circumstances where there is no contravention of the New Zealand Securities Act (or any statutory modification or re-enactment of, or statutory substitution for, the New Zealand Securities Act).
The distribution of this document in jurisdictions other than The Netherlands, England or the US may be affected by the laws of the relevant jurisdiction. Interested persons should inform themselves about and observe all applicable requirements. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
CAUTIONARY STATEMENTS CONCERNING FORWARD LOOKING STATEMENTS
This document contains forward-looking statements that are subject to risk factors associated with the oil, gas, power, chemicals and renewables business as well as risks related to the Transaction. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a variety of variables which could cause actual results, trends or reserves replacement to differ materially, including, but not limited to: the failure of the conditions to the Transaction to be satisfied (including the failure of the Royal Dutch general meeting of shareholders to approve the implementation agreement between Royal Dutch Shell, Royal Dutch and Shell Transport and the failure of Shell Transport shareholders to approve the Scheme); the costs related to the Transaction; the failure of the Transaction to achieve the expected benefits; changes in dividend policy; the development of the trading market in Royal Dutch Shell shares; tax treatment of dividends paid to shareholders; the accounting implications of the Transaction and other factors affecting the Royal Dutch/Shell Groups businesses generally, including, but not limited to, price fluctuations, actual demand, currency fluctuations, drilling and production results, reserve estimates, loss of market, industry competition, environmental risks, physical risks, risks associated with the identification of suitable potential acquisition properties and targets and successful negotiation and consummation of such transactions, the risk of doing business in developing countries, legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves, economic and financial market conditions in various countries and regions, political risks, project delay or advancement, approvals and cost estimates. Each forward-looking statement speaks only as of the date of the particular statement. Please refer to the Annual Report on Form 20-F for the year ended 31 December 2004 (as amended) for a description of certain important factors, risks and uncertainties that may affect the Royal Dutch/Shell Groups businesses. None of Royal Dutch Shell, Royal Dutch, Shell Transport nor any member of the Royal Dutch/Shell Group undertakes any obligation to publicly update or revise any forward-looking statements as a result of new information, future events or other information. In light of these risks, the results of Royal Dutch Shell, Royal Dutch, Shell Transport, the Royal Dutch/Shell Group or the Royal Dutch Shell Group could differ materially from the forward-looking statements contained in this document.
THE FOLLOWING WILL BE USED AS A RESPONSE TO RELEVANT QUESTIONS ON AND AFTER JUNE 16, 2005.
Thank you for your letter regarding tax aspects of the proposed Transaction to unify Royal Dutch Petroleum Company (Royal Dutch, a Netherlands company) and The Shell Transport and Trading Company, p.l.c. (Shell Transport, a UK company) under a single parent company, Royal Dutch Shell plc (Royal Dutch Shell). You have specifically questioned the taxation in the UK of individual taxpayers who own shares in Royal Dutch and exchange their Royal Dutch Shares for shares in the new company.
As explained in the public documents describing the Transaction, under current UK tax law, the exchange of Royal Dutch Shares under the Royal Dutch Offer is a disposal for UK tax purposes that does not qualify for UK rollover relief. Accordingly, Royal Dutch Shareholders who are in general subject to UK capital gains tax may incur a chargeable gain (or an allowable loss) on the disposal of their Royal Dutch Shares. This analysis of the tax consequences of the exchange of Royal Dutch Shares has been discussed with the UKs tax authorities.
The Boards of Royal Dutch and Shell Transport have sought to structure a transaction which they believe is in the best interests of shareholders as a whole as well as the two companies. The terms of the Transaction are the same on a pre-tax basis for all Royal Dutch Shareholders in the UK or elsewhere and the interest held by a Royal Dutch Shareholder in the Royal Dutch/Shell Group does not change upon implementation of the Transaction. The tax consequences for individual Royal Dutch shareholders may however differ, due to the many different jurisdictions in which Royal Dutch shareholders are taxable and variations in their specific tax circumstances.
The Royal Dutch Offer is a share-for-share exchange which assures existing shareholders have the same interest in Royal Dutch Shell that they have in the current Royal Dutch/Shell Group of Companies. A loan note alternative for UK shareholders, which has been suggested in some press articles, would be inconsistent with this key aspect of the transaction because it would amount to a cash purchase of shares staged over a period of years. Moreover, Royal Dutch Shell could not, consistent with legal requirements, offer cash (or the equivalent in loan notes) to some shareholders without offering cash to all holders.
Whether a UK taxpayer who exchanges Royal Dutch Shares under the Royal Dutch Offer will actually be liable to pay UK capital gains tax will depend upon a number of factors; these include the price at which the Royal Dutch Shares were acquired and any exemptions or reliefs that may be available to the holder, such as indexation allowance, taper relief and the £8,500 annual exemption. We are not able to give individual tax advice, so we urge you to consult professional tax advisers regarding the computation of gain or loss, or exemptions or reliefs that may be available to you if you are in any doubt about your tax position in respect of the exchange of Royal Dutch Shares.
Holders of ordinary shares of Royal Dutch are urged to carefully review the registration statement on Form F-4 (including the prospectus) and other documents relating to the Royal Dutch Offer that have been or will be filed with, or furnished to, the US Securities and Exchange Commission (the SEC) by Royal Dutch Shell plc and the related solicitation/recommendation statement on Schedule 14D-9 that has been filed with the SEC by Royal Dutch and, as the case may be, the Royal Dutch Offer document and the prospectus which have been filed with, or furnished to, Euronext Amsterdam N.V. and the Dutch Authority for the Financial Markets by Royal Dutch Shell plc, regarding the Royal Dutch Offer, because each of these documents will contain important information relating to the Royal Dutch Offer. A free copy of any documents filed with the SEC (once filed) and other documents made public or filed with, or furnished to, the SEC by Royal Dutch Shell plc, Royal Dutch and Shell Transport can be obtained at the SECs website at www.sec.gov or the Royal Dutch Shell plc website at www.shell.com/unification. These documents may also be obtained free of charge by contacting Investor Relations, Shell International B.V., FSK, PO Box 162, 2501 AN The Hague, The Netherlands.