SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Under the Securities
Exchange Act of 1934
(Name of Issuer)
Royal Dutch Petroleum
Issuers name into English)
Ordinary shares of the nominal
(par) value of 0.56 Euro
(Title of Class of Securities)
Royal Dutch Shell plc
30, Carel van Bylandtaan
2596 HR The Hague
+31 70 377 9111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore LLP
CityPoint, One Ropemaker Street
London EC2Y 9HR
+44 207 453 1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices
November 18, 2005
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously
filed a statement on Schedule 13G to report the acquisition that is the subject
of this Schedule 13D, and is filing this schedule because of
§§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are
to be sent.
* The remainder of this cover
page shall be filled out for a reporting persons initial filing on this
form with respect to the subject class of securities, and for any subsequent
amendment containing information which would alter disclosures provided in a
prior cover page.
The information required on the
remainder of this cover page shall not be deemed to be filed for the
purpose of Section 18 of the Securities Exchange Act of 1934 (Act)
or otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
Persons who respond to the collection
of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.
|CUSIP No. 780257804
||Name of Reporting Person:
Royal Dutch Shell plc
|I.R.S. Identification Nos. of above persons (entities
||Check the Appropriate Box if a Member of a Group (See
||SEC Use Only:
||Source of Funds (See Instructions):
||Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e): o
||Citizenship or Place of Organization:
||Sole Voting Power:|
|8.|| Shared Voting
|9.|| Sole Dispositive
||11.||Aggregate Amount Beneficially
Owned by Each Reporting Person:
||Check if the Aggregate Amount in
Row (11) Excludes Certain Shares (See Instructions): x
||13.||Percent of Class Represented by
Amount in Row (11):|
||14.||Type of Reporting Person (See
TABLE OF CONTENTS
NO. 5 TO SCHEDULE 13D
Amendment No. 5 to Schedule 13D (Amendment
No. 5) amends and restates Items 3, 4 and 7 of the
Schedule 13D filed by Royal Dutch Shell plc (Royal Dutch
Shell) on July 29, 2005, as amended and supplemented from
time to time, (the
Schedule 13D), in respect of the ordinary shares of the nominal (par) value of 0.56 Euro (0.56)
each (the Ordinary Shares) of N.V. Koninklijke Nederlandsche Petroleum Maatschappij (Royal Dutch
Petroleum Company), a company organized pursuant to the laws of the Netherlands (Royal Dutch).
Capitalized terms used in this Amendment No. 5 but not defined herein have the meanings given to
such terms in the Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Dutch Shell has acquired beneficial ownership of
2,038,380,043 Ordinary Shares of Royal
Dutch, or 98.5% of the issued and outstanding Ordinary Shares of Royal Dutch. This includes
all Ordinary Shares exchanged by Royal Dutch Shell for Royal
Dutch Shell shares in the Offer and the Subsequent Offer Acceptance Period and 100 Royal Dutch Ordinary Shares held by subsidiaries of Royal Dutch that Royal Dutch Shell acquired beneficial ownership of as a result of the Offer. Royal Dutch
Shell did not exchange and does not intend to seek delivery of, and therefore disclaims beneficial ownership of, 2,982,288 Ordinary Shares in New York registry
form tendered in the Offer and 4,295,470
Ordinary Shares in New York registry form tendered in the
Subsequent Offer Acceptance Period via the guaranteed delivery
procedure but not
delivered to the U.S. exchange agent in respect of the Offer or
Subsequent Offer Acceptance Period as required by the Prospectus.
Under the terms of the Exchange
Offer, (a) for every Ordinary Share or Royal Dutch held in New York registry form tendered in the
Exchange Offer, the tendering shareholder received one Royal Dutch Shell Class A American
depository receipt (each, a Class A ADR) representing two Royal Dutch Shell Class A ordinary
shares (each, a Class A Share) and (b) for every Ordinary Share of Royal Dutch
held in bearer or Hague registry form tendered in the Exchange Offer, the tendering shareholder
received two Class A Shares. Other than the issuance of Class A Shares and Class A ADRs, no
consideration was paid to shareholders of Royal Dutch in connection with the Exchange Offer.
Royal Dutch Shell intends to acquire the 1.5% of Royal Dutch Ordinary Shares held by the
remaining public shareholders in Royal Dutch (the Minority), as part of an internal restructuring
(the Restructuring) that will include the merger of Royal Dutch into a subsidiary, Shell
Petroleum N.V. (SPNV). In the merger the
Minority will be paid
52.21 per Royal
Dutch ordinary share held. Payments to holders of New York Registered
shares will be made in US dollars based on the exchange rate on the business day prior to the effective date of the merger. Eligible UK resident shareholders who give appropriate representations may elect instead to receive loan notes
exchangeable into Royal Dutch Shell Class A Shares. Payment will be made as soon as
possible after the merger is completed (which is expected to be
December 21, 2005).
would be the case in Dutch statutory squeeze out proceedings, the merger terms provide (1) for interest to accrue
on the 52.21
per share amount at the statutory rate of 4% from October 31, 2005 until the effective date of the merger,
as part of the consideration under the merger, and (2) for any dividends payable in that period (before the
deduction of any withholding tax from such dividend) to be deducted from that interest amount. As the
Royal Dutch third quarter 2005 interim dividend will exceed the
amount of interest accrued as of December 21, 2005, it is not expected that interest will be payable.
The payments will be funded by SPNV (which will be a wholly owned subsidiary of Royal Dutch
Shell) from cash on hand. To the extent eligible UK resident shareholders elect to receive
exchangeable loan notes, such loan notes will be issued by SPNV and upon exchange
thereof, holders of loan notes will receive Royal Dutch Shell
Class A Shares. Any consideration
paid through the issuance of exchangeable loan notes will reduce cash paid. If all of the Minority receives cash for their Royal Dutch Ordinary Shares, total
consideration of approximately
(approximately $1.9 billion at current exchange rates) is
expected be paid in the fourth quarter of 2005.
Item 4. Purpose of Transaction
discussed above, Royal
Dutch Shell intends to acquire the 1.5% of Royal
Dutch Ordinary Shares held by the Minority, as part of
the Restructuring. As a result of the merger that is part of the
will be the surviving entity and Royal Dutch will cease to exist. The merger will allow for the acquisition on a compulsory
basis of the remaining interest in Royal Dutch held by the Minority.
A Royal Dutch Extraordinary General Meeting (EGM) is required to implement the
Restructuring and resolve upon the merger. The Restructuring is also
subject to other customary closing conditions, which are expected to
be satisfied prior to December 21, 2005. The EGM will be held on December 16, 2005 in The Hague,
The Netherlands and it is expected that the Restructuring will be completed on or about December
Royal Dutch Shell intends to vote its 98.5% shareholding in Royal Dutch in favor of the
Restructuring, including the merger, at the EGM and thus will be able to approve the
Restructuring without the vote of any other shareholders
of Royal Dutch. Notice
of the EGM was published on November 18, 2005. Each of Royal Dutch Shell and
Royal Dutch has the right to
abandon the restructuring if it is not completed before January 1, 2006.
In connection with the transaction, ABN AMRO Bank N.V., as financial adviser to the Royal
Dutch Board, has delivered two written opinions to the Royal Dutch Board to the effect that based
upon and subject to the matters considered, assumptions used and
qualifications set forth therein (i) as at October 31, 2005, the exchange ratio in the merger and the cash
consideration pursuant thereto were fair, from a financial point of view, to minority shareholders who will receive
the cash consideration in the merger and (ii) the value of the loan note consideration to be offered
to eligible UK resident shareholders, when issued, will not be greater than the value of the cash
consideration under the terms of the merger.
Dutch Shell has announced
previously that it reserves the right to use any legally permitted
method to obtain 100% of the Royal Dutch Ordinary Shares. If
merger is not completed as proposed Royal Dutch Shell intends to
commence Dutch statutory squeeze out proceedings in order to acquire the Ordinary Shares held by the
Minority. A squeeze out would result in the Minority receiving a cash payment in exchange
for their Royal Dutch Ordinary Shares. Under these proceedings, the price paid for Ordinary Shares of Royal
Dutch held by the Minority will be determined by a Dutch
court. If the squeeze out proceedings are successful, upon payment of the amount required to purchase the Royal Dutch Ordinary Shares into a prescribed bank account, Royal Dutch Shell would become the holder of the
Royal Dutch Ordinary Shares by operation of law. The only remaining right of the Minority would be to receive payment for their
Royal Dutch Ordinary Shares.
(b) As described above, Royal Dutch Shell intends to acquire the minority interest in Royal
Dutch through a merger between Royal Dutch and its subsidiary SPNV.
If the merger is not completed as proposed, Royal Dutch Shell intends to commence Dutch statutory squeeze out
the Restructuring, of which the merger of Royal Dutch and SPNV forms
a part, the 60:40 cross holdings of Royal Dutch and Shell Transport in SPNV and The Shell Petroleum
Company Limited (SPCo) will be unwound. SPNV and SPCo are the two holding companies which own
directly or indirectly all consolidated subsidiaries held by Royal
Dutch and Shell Transport (the Group) (on an individual
or joint basis). The Restructuring involves several sequential steps that will result in the surviving company, SPNV,
becoming the parent of Shell Transport and the other members of the Group under Royal Dutch
Shell. No other sale or transfer of a material amount of assets of
Royal Dutch or any of its subsidiaries is currently planned or
(d) Following the merger SPNV would be the surviving company and the board of directors of the
surviving entity would be that of SPNV.
a result of the Restructuring, Royal Dutch will cease to exist and
SPNV, the surviving entity, will be the intermediate parent company of
the Group. In connection with the merger the share capital of Royal
Dutch will be reorganized into three classes shortly before the merger: X shares held by Royal
Dutch Shell, Y shares held by eligible UK resident shareholders electing to receive loan
notes and ordinary shares held by Royal Dutch Shell and the Minority receiving cash. In the event the merger is not completed
before January 1, 2006 and the Restructuring Implementation Agreement
(described in Item 6 below) is terminated, the parties to such
agreement are obligated to take all reasonable steps to effectively
reverse any steps taken in the Restructuring to the extent legally permissable and as determined by them to be practicable in the circumstances. In that circumstance,
the Royal Dutch articles of association could be amended to return to the original articles of association with the vote of a majority of the share capital
voting together, so that the vote of the shares held by Royal Dutch
Shell would control the outcome.
described above in (a) to (e), following the Restructuring, Royal
Dutch will cease to exist and SPNV will be the surviving corporate
entity. No other changes to the business or corporate structure of
Royal Dutch are planned or proposed.
than changes in Royal Dutchs articles of association expected to be
made in order to facilitate the Restructuring, as described in (a) to (e) above, no changes to Royal Dutchs articles
of association, articles of incorporation or other actions which may impede the acquisition of
control of Royal Dutch by any person are currently planned or proposed.
(h) The Ordinary Shares of Royal
Dutch have been removed from the Official List of the UK Listing Authority and from trading on the
London Stock Exchange with effect from July 20, 2005. Royal Dutch Shell requested that
Royal Dutch seek de-listing from Euronext Amsterdam and the New York
Stock Exchange. A request from
Royal Dutch to de-list was approved by Euronext Amsterdam, and the last day of trading of Royal
Dutch Shares on Euronext Amsterdam was September 30, 2005.
On August 11, 2005, Royal
Dutch filed an application with the US Securities and Exchange
Commission to withdraw the Ordinary Shares of Royal Dutch from
listing on the New York Stock Exchange. A notice of the application
was published in the Federal Register on September 14, 2005,
requesting comment from interested parties by September 29, 2005.
Royal Dutch Shell submitted a comment letter relating to the
application on September 28, 2005.
the consummation of the Restructuring, the
Ordinary Shares of Royal Dutch will become eligible for termination of registration pursuant to
Section 12(g)(4) of the Exchange Act.
(j) Other than as described above, Royal Dutch Shell currently has no plans or proposals that
relate to, or would result in, any of the matters listed in Items 4(a) through 4(i) of Schedule 13D
(although Royal Dutch Shell reserves the right to develop such plans).
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
Implementation Agreement, dated May 18, 2005, among Royal Dutch Shell, Royal
Dutch and Shell Transport (pursuant to Section 2:94b subsection 1 of
the Dutch Civil Code incorporated by reference to Annex A of the
Registration Statement on Form F-4 of Royal Dutch Shell (Commission File
Number 333-125037) filed with the Securities and Exchange Commission on May
Implementation Agreement, dated October 31, 2005, among Royal Dutch Shell,
Royal Dutch, Shell Transport, SPNV and SPCo.
Merger Proposal of Royal Dutch and SPNV, dated October 31, 2005.
Explanation to Merger Proposal of Royal Dutch and SPNV, dated October 31, 2005.
of Contribution in Kind pursuant to Section 2:94b subsection 1 of
the Dutch Civil Code (incorporated by reference to the
Schedule 13E-3 (Amendment No.2) of Royal Dutch Shell, SPNV
and Royal Dutch (Commission File Number 005-80496) filed with the Securities and
Exchange Commission on November 18, 2005).
After reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
November 18, 2005
||ROYAL DUTCH SHELL PLC
||Name: Michiel Brandjes
||Title: Company Secretary