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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
(AMENDMENT NO. 3)
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Name of the Issuer)
Royal Dutch Shell plc
Shell Investments Limited
Shell Canada Limited
(Name of Person(s) Filing Statement)
(Title of Class of Securities)
(CUSIP Number of Class of Securities)
Michiel Brandjes
Company Secretary
Royal Dutch Shell plc
30, Carel van Bylandtaan
2596 HR The Hague
The Netherlands
+31 70 377 9111
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of Person Filing Statement)
Copy to:
William P. Rogers, Jr., Esq.
Cravath, Swaine & Moore LLP
CityPoint, One Ropemaker Street
London EC2Y 9HR
United Kingdom
+44 207 453 1000
This statement is filed in connection with (check the appropriate box):
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The filing of solicitation materials or an information statement subject to
Regulation 14A (§§240.14a-1 through 240.14b-2), Regulation 14C (§§240.14c-1 through
240.14c-101) or Rule 13e-3(c) (§240.13e-3(c)) under the Securities Exchange Act of 1934
(the Act). |
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The filing of a registration statement under the Securities Act of 1933. |
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A tender offer. |
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None of the above. |
Check the following box if the soliciting materials or information statement referred to in
checking box (a) are preliminary copies: o
Check the following box if the filing is a final amendment reporting the results of the
transaction: o
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Calculation of Filing Fee |
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Transaction Valuation |
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Amount of Filing Fee |
$1,438,719,986*
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$287,744** |
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* |
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For purposes of determining the filing fee pursuant to Rule 0-11(b)(1) under the Securities
Exchange Act of 1934, as amended, the transaction value of the Shell Canada common shares to
be received by Royal Dutch Shell plc, assuming acceptance of the Offer by all holders of Shell
Canada Limited common shares and options in the United States, is calculated as follows:
multiplying (x) 38,016,118, the number of shares of Shell Canada Limited held by shareholders
in the U.S. or subject to options held by persons in the U.S., by (y) CAD $45.00, the price to
be paid for the shares held by such shareholders, and (z) applying an exchange rate of $0.8410
USD$/CAD$, the Federal Reserve Bank of New Yorks noon buying rate for Canadian dollars on
February 6, 2007. |
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The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities
Exchange Act of 1934, as amended, is equal to 0.02% of the value of the transaction. |
Check the box if any part of the fee is offset as provided by §240.0-11(a)(2) and
identify the filing with which the offsetting fee was previously paid. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
Amount previously paid: $287,744
Form or registration no.: Schedule 13E-3, File No. 005-50218
Filing Party: Royal Dutch Shell plc
Date Filed: February 8, 2007
This Amendment No. 3 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (Amendment No.
2) amends and supplements the Schedule 13E-3 filed with the Securities and Exchange Commission
(the SEC) by Royal Dutch Shell plc, a public company limited by shares incorporated in England
and Wales (Royal Dutch Shell) and Shell Investments Limited, a company organized under the laws
of Canada (Shell Investments) with respect to the common shares (the Common Shares) of Shell
Canada Limited, a company organized under the laws of Canada (Shell Canada) on February 8, 2007
as amended by Amendment No. 1 on March 5, 2007 and Amendment No. 2 on March 19, 2007 (as it may be
further amended or supplemented from time to time, the Schedule 13E-3).
The purpose of this Amendment No. 3 is to advise that (i) as of the extended expiry time of
the Offer on March 30, 2007, an additional 75,711,093 Common Shares were validly deposited to the
Offer (ii) on April 2, 2007, Shell Investments and Royal Dutch Shell provided notice to the
depositary to take up and pay for the Common Shares deposited to the Offer as of 8:00 P.M. (Toronto
time) on March 30, 2007 and arranged for the depositary to pay for such Common Shares on or before
Wednesday, April 4, 2007 and (iii) the Offer has expired as of 8:01 P.M. (Toronto time) on March
30, 2007 and Shell Investments will exercise its right under the compulsory acquisition provisions
of section 206 of the Canada Business Corporations Act to acquire the outstanding Common Shares not
already owned by Shell Investments and its affiliates by mailing a formal notice to all remaining
Shell Canada shareholders. Additionally, this Amendment No. 3 includes as Exhibit (a)(5)(B) the
press release issued by Royal Dutch Shell in connection with the above.
Capitalized terms used herein but not defined in this Schedule 13E-3 shall have the meanings
given to them in the Offer and Circular and the Directors Circular attached as Exhibits (a)(3)(A)
and (B) to the Schedule 13E-3.
Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Notice
of Extension is hereby expressly incorporated herein by reference in response to items 1 through 15
of the Schedule 13E-3 and is supplemented by the information specifically provided for herein.
Item 16. Exhibits. (Regulation M-A Item 1016).
Item 16 of the Schedule 13E-3 is hereby supplemented by adding the following exhibits as
attached to this Amendment No. 3:
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Exhibit No. |
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Description |
(a)(5)(B)
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Press release of Royal Dutch Shell dated April 2, 2007
entitled Royal Dutch Shell plc updates on extended offer
for the minority shares of Shell Canada Limited. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, the undersigned certify that the
information set forth in this statement is true, complete and correct.
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Dated: April 2, 2007 |
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ROYAL DUTCH SHELL PLC |
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By:
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/s/ Michiel Brandjes
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Name: Michiel Brandjes |
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Title: Secretary |
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SHELL INVESTMENTS LIMITED |
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By:
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/s/ Arnold MacBurnie
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Name: Arnold MacBurnie |
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Title: Chief Executive Officer |
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SHELL CANADA LIMITED |
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By:
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/s/ Clive Mather
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Name: Clive Mather |
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Title: President and Chief Executive Officer |
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Exhibit Index
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Exhibit No. |
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Description |
Exhibit (a)(5)(B)
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Press release of Royal Dutch
Shell dated April 2, 2007 entitled
Royal Dutch Shell plc updates on
extended offer for the minority
shares of Shell Canada Limited. |
exv99wxayx5yxby
News & Media releases
Royal Dutch Shell plc updates on extended offer for the minority shares of Shell Canada Limited
02/04/2007
Shell Investments Limited (SIL), a wholly-owned subsidiary of Royal Dutch Shell plc, announced
that as at the expiry time of the extended offer period on March 30, 2007, an additional 75,711,093
common shares in the capital of Shell Canada Limited (Shell Canada) were validly deposited to
SILs offer to acquire, at a price of C$45.00 cash per common share, all of the outstanding common
shares of Shell Canada not already owned by SIL or its affiliates. SIL has taken up all such common
shares deposited to the offer during such period and payment has been or will be made for such
common shares on or before Wednesday, April 4, 2007.
Combined with the 96,985,322 Shell Canada common shares taken up by SIL in respect of the initial
offer period that ended on March 16, 2007, SIL and its affiliates now beneficially own 816,005,273
common shares of Shell Canada or approximately 98.8% of the outstanding common shares of Shell
Canada. The common shares taken up and accepted for payment under the offer represent approximately
94.5% of the outstanding common shares of Shell Canada not already owned by SIL or its affiliates.
SILs offer has now expired. As the offer was accepted by holders of more than 90% of the common
shares of Shell Canada not owned by the SIL or its affiliates, SIL will exercise its right under
the compulsory acquisition provisions of section 206 of the Canada Business Corporations Act to
acquire the outstanding common shares of Shell Canada not already owned by SIL and its affiliates
at the same price of C$45.00 per common share, by mailing a formal notice to all remaining Shell
Canada shareholders shortly.
Disclaimer Statement
This document contains forward-looking statements concerning the financial condition, results of
operations and businesses of Royal Dutch 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 managements 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 Royal Dutch Shell to market risks and statements expressing managements 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, intend, may, plan, objectives, outlook, probably,
project, will, seek, target, risks, goals, should and
similar terms and
phrases. There are a number of factors that could affect the future operations of Royal Dutch Shell
and could cause those results to differ materially from those expressed in the forward-looking
statements included in this Report, including (without limitation): (a) price fluctuations in crude
oil and natural gas; (b) changes in demand for the Groups products; (c) currency fluctuations; (d)
drilling and production results; (e) reserve estimates; (f) loss of market 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 potential litigation and regulatory effects arising from recategorisation of reserves;
(k) economic and financial market conditions in various countries and regions; (l) political risks,
project delay or advancement, approvals and cost estimates; and (m) changes in trading conditions.
All forward-looking statements contained in this document 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. Each forward-looking statement speaks only as of the
date of this presentation. Neither Royal Dutch Shell 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 document.
The United States Securities and Exchange Commission (SEC) permits oil and gas companies, in their
filings with the SEC, to disclose only proved reserves that a company has demonstrated by actual
production or conclusive formation tests to be economically and legally producible under existing
economic and operating conditions. We use certain terms in this presentation, such as oil in
place that the SECs guidelines strictly prohibit us from including in filings with the SEC. U.S.
Investors are urged to consider closely the disclosure in our Form 20-F, File No 1-32575 and
disclosure in our Forms 6-K file No, 1-32575, available on the SEC
website www.sec.gov - opens
in new window. You can also obtain these forms from the SEC by calling 1-800-SEC-0330.