sc14d1fza
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1F/A
(AMENDMENT NO. 3)
TENDER OFFER STATEMENT PURSUANT TO RULE 14d-1(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
(Name of the Subject Company)
(Jurisdiction of Subject Companys Incorporation or Organization)
Royal Dutch Shell plc
Shell Investments Limited
(Bidders)
(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
(Date tender offer first publisehd, sent or given to security holders)
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. |
þ Check box if any part of the fee is offset as provided by Rule 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
Filing Party: Royal Dutch Shell plc
Date Filed: February 8, 2007
PART I
INFORMATION REQUIRED TO BE SENT TO SHAREHOLDERS
Item 1. Home Jurisdiction Documents
(a) Offer and Circular dated as of February 8, 2007 including the Letter of Transmittal and
Notice of Guaranteed Delivery. (1)
(b) Directors Circular dated as of February 8, 2007.(1)
(c) Offer and Circular Supplement dated as of March 5, 2007. (2)
(d) Directors Circular Supplement dated as of March 5, 2007. (2)
(e) Notice of Extension dated as of March 16, 2007. (3)
(f) Notice
of Compulsory Acquisition dated as of April 4, 2007 including Letter of
Transmittal and Election.
Item 2. Informational Legends.
(a) See page 1 of the Offer and Circular dated as of February 8, 2007. (1)
(b) See page 3 of the Offer and Circular Supplement dated as of March 5, 2007. (2)
(c) See page 2 of the Notice of Extension dated as of March 16, 2007. (3)
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(1) |
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Previously filed with Bidders Schedule 14 D1-F filed on February 8, 2007 |
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(2) |
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Previously filed with Bidders Schedule 14 D1-F/A filed on March 5, 2007 |
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(3) |
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Previously filed with Bidders Schedule 14 D1-F/A filed on March 19, 2007 |
This document is important and requires your immediate
attention. If you are in doubt as to how to deal with it, you
should consult your investment dealer, broker, bank manager,
lawyer or other professional advisor. The Offer (as herein
defined) was not approved or disapproved by any securities
regulatory authority nor did any securities regulatory authority
pass upon the fairness or merits of the Offer or upon the
adequacy of the information contained in this document. Any
representation to the contrary is unlawful.
April 4,
2007
COMPULSORY
ACQUISITION NOTICE
PURSUANT TO SECTION 206 OF
THE
CANADA BUSINESS CORPORATIONS ACT
in
connection with the
OFFER TO
PURCHASE FOR CASH
all of the Common Shares of
SHELL
CANADA LIMITED
for
Cdn.$45.00 per Common Share in Cash
by
SHELL INVESTMENTS
LIMITED
a wholly-owned indirect subsidiary of
ROYAL DUTCH SHELL plc
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TO:
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ALL OF THE HOLDERS OF COMMON
SHARES OF SHELL CANADA LIMITED WHO DID NOT ACCEPT THE
ABOVE-MENTIONED OFFER
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AND
TO:
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SUBSEQUENT HOLDERS OF SUCH
COMMON SHARES
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AND
TO:
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THE DIRECTOR UNDER THE
CANADA BUSINESS CORPORATIONS
ACT
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Pursuant to an Offer and Circular dated February 8, 2007
(the Circular) and supplement to the Circular dated
March 5, 2007, as varied by the notice of extension dated
March 16, 2007, Shell Investments Limited (the
Offeror), a wholly-owned indirect subsidiary of
Royal Dutch Shell plc (RDS), offered to purchase
(the Offer) all of the issued and outstanding common
shares (the Common Shares) in the capital of Shell
Canada Limited (Shell Canada), including all Common
Shares which became outstanding on or after the date of the
Offer and prior to the Expiry Time (as such term is defined in
the Circular) upon the exercise of Options (as such term is
defined in the Circular) or other rights to acquire Common
Shares, but excluding Common Shares already held by the Offeror
or its affiliates. The Offer expired 8:00 p.m. (Toronto
time) on March 30, 2007.
Offerees holding more than 90% of the Common Shares, including
currently exercisable Options, to which the Offer related have
accepted the Offer. The Offeror has taken up and paid for all
Common Shares of offerees who accepted the Offer (approximately
94.5% of the Common Shares not previously owned by the Offeror
and its affiliates). The Offeror now owns approximately 98.8% of
the Common Shares.
Compulsory
Acquisition
The Offeror is hereby exercising its right under
section 206 of the Canada Business Corporations Act
(the CBCA) to acquire Common Shares not
purchased by it under the Offer. Pursuant to
paragraph 206(3)(c) of the CBCA, those holders of Common
Shares who have not accepted the Offer, including subsequent
holders of such Common Shares who have acquired Common Shares
from such first mentioned holders (Dissenting
Offerees) are required to elect:
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(a)
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to transfer their Common Shares to the Offeror for a purchase
price of Cdn.$45.00 in cash per Common Share and otherwise on
the terms on which the Offeror acquired the Common Shares of the
offerees who accepted the Offer; or
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(b)
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to demand payment of the fair value of their Common Shares in
accordance with subsections 206(9) to 206(18), inclusive, of the
CBCA by notifying the Offeror at the address of CIBC Mellon
Trust Company (the Agent) set forth below within
20 days after receipt of this Notice.
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A Dissenting Offeree who does not notify the Offeror of his
or her election in accordance with clause (b) above
(subparagraph 206(3)(c)(ii) of the CBCA) is deemed to have
elected to transfer his or her Common Shares to the Offeror for
a purchase price of Cdn.$45.00 in cash per Common Share and
otherwise on the terms on which the Offeror acquired the Common
Shares of the offerees who accepted the Offer.
Regardless of the Dissenting Offerees election, a
Dissenting Offeree is required by the CBCA to send the
certificates representing such Dissenting Offerees Common
Shares to the Agent, as agent for Shell Canada, within
20 days after the date of receipt of this Notice.
Regardless of whether such share certificates are submitted as
required, they will be cancelled pursuant to the CBCA.
The Offeror is required under the CBCA to pay to Shell Canada
within 20 days after sending this Notice, the amount of
money that the Offeror would have had to pay or transfer to
Dissenting Offerees if such Dissenting Offerees had elected to
transfer their Common Shares under clause (a) above under
the heading Compulsory Acquisition.
HOW TO
RESPOND TO THIS NOTICE
Enclosed with this Notice is a transmittal and election form,
printed on blue paper, (the Transmittal and Election
Form), which, if completed and returned to the Agent at
one of the addresses set forth on the last page of this Notice,
in the enclosed envelope, so as to be received within
20 days after receipt of this Notice, will constitute
notice to the Offeror of your election.
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(a) |
Election to transfer your Common Shares for Cdn. $45.00
cash per Common Share and otherwise on the terms on which the
Offeror acquired the Common Shares of the offerees who accepted
the Offer
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If you elect to transfer the Common Shares held by you to the
Offeror under clause (a) above under the heading
Compulsory Acquisition, you should deliver, within
20 days from the receipt of this Notice to the Agent at one
of the addresses of the Agent set out on the last page of this
Notice:
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(i)
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the enclosed Transmittal and Election Form (duly completed to
indicate your election to transfer the Common Shares held by
you); and
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(ii)
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the certificate(s) representing the Common Shares held by you.
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If neither box is checked or a completed on the Transmittal
and Election Form, or if a completed Transmittal and Election
Form is not included with your share certificate(s), you will be
deemed to have elected to transfer your Common Shares to the
Offeror on the basis referred to in clause (a) above under
the heading Compulsory Acquisition. A cheque in
payment for your Common Shares will be mailed to you (or, for
payments in excess of Cdn.$25 million, a wire transfer will
be made) after receipt by the Agent from you of the
certificate(s) representing your Common Shares.
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(b) |
Election to Demand Payment of Fair Value
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If you elect to demand payment of fair value of your Common
Shares under clause (b) above under the heading
Compulsory Acquisition, you should deliver within
20 days from the date of receipt of this Notice to the
Agent at one of the addresses of the Agent set out on the last
page of this Notice:
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(i)
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the enclosed Transmittal and Election Form (duly completed to
indicate such election); and
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(ii)
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the certificate(s) representing the Common Shares held by you.
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If you do not notify the Offeror in accordance with
clause (b) above under the heading Compulsory
Acquisition within 20 days after receipt of this
Notice, you will be deemed to have elected to transfer your
Common Shares to the Offeror on the basis referred to in
clause (a) above under the heading Compulsory
Acquisition. In this case a cheque in payment for your
Common Shares will be mailed to you (or, for payments in excess
of Cdn.$25 million, a wire transfer will be made) after
receipt by the Agent from you of the certificate(s) representing
your Common Shares.
An election to demand payment of fair value under
clause (b) above under the heading Compulsory
Acquisition involves an application to a court of
competent jurisdiction. If you wish to elect to demand payment
of fair value of your Common Shares, you should consult with a
lawyer or other professional adviser as the provisions of
Section 206 of the CBCA are technical and complex and
failure to comply strictly with the provisions thereof may
prejudice your rights.
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2. |
RETURN YOUR SHARE CERTIFICATE(S)
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Regardless of the election you make, you are required under
the CBCA to send certificate(s) representing the Common Shares
held by you to the Agent, as agent for Shell Canada, within
20 days from the date of receipt of this Notice. Such
certificate(s) should be sent, together with a completed
Transmittal and Election Form indicating your election, as
described above, to Shell Canada in care of the Agent at one of
the addresses set out on the last page of this Notice.
The method of delivery of your share certificate(s)
representing your Common Shares to the Agent is at your option
and risk. It is recommended that delivery be made by hand to
the Agent and that a receipt be obtained or, if mailed, that
registered mail, with return receipt requested, be used and that
proper insurance be obtained. It is also recommended that any
such mailing be made sufficiently in advance to permit delivery
to the Agent so as to be received within 20 days from the
date of receipt of this Notice. Delivery will only be effective
upon actual receipt by the Agent. An envelope has been enclosed
for your convenience.
If a share certificate has been lost, destroyed, mutilated or
mislaid, you should contact the Agent for information on how to
obtain replacement share certificates. If a certificate has been
lost, destroyed, mutilated or mislaid, please ensure that you
provide your telephone number so that the Agent may contact you.
The foregoing is only a brief description of certain aspects
of the right of Compulsory Acquisition and is qualified in its
entirety by the provisions of Section 206 of the CBCA. The
description is not intended to be complete. Section 206 of
the CBCA is complex and may require strict adherence to notice
and timing provisions, failing which your rights may be lost or
altered. Shareholders who wish to be better informed about those
provisions of the CBCA should consult with their legal
advisors.
Questions and requests for assistance may be directed to the
Agent at one of the addresses and telephone numbers set out on
the last page of this Notice.
Yours very truly,
SHELL INVESTMENTS LIMITED
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By:
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(Signed)
Arnold MacBurnie
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Arnold MacBurnie
Chief Executive Officer
3
Offices
of the Depositary,
CIBC MELLON
TRUST COMPANY
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By Mail
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By Registered Mail, Hand or by
Courier
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P.O. Box 1036
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199 Bay Street
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Adelaide Street Postal Station
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Commerce Court West
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Toronto, Ontario, Canada
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Securities Level
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M5C 2K4
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Toronto, Ontario, Canada
M5L 1G9
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or
600 The Dome Tower
333 7th Avenue S.W.
Calgary, Alberta
T2P 2Z1
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For Information call:
Telephone:
(416) 643-5500
Toll Free:
(800) 387-0825
E-mail:
inquiries@cibcmellon.com
Any questions and requests for assistance may be directed by
Shareholders to the Depositary at the respective telephone
numbers and locations set out above.
TRANSMITTAL
AND ELECTION
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To: |
CIBC Mellon Trust Company, as agent
at one of the addresses set out below
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And To: |
Shell Investments Limited
3500,
450-1st Street
S.W.,
Calgary, Alberta T2P 5H1
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Reference is made to: (i) the offer of Shell Investments
Limited (the Offeror), a wholly-owned indirect
subsidiary of Royal Dutch Shell plc dated February 8, 2007
(the Circular) and supplement to the Circular dated
March 5, 2007, as varied by the notice of extension dated
March 16, 2007 to purchase (the Offer) all of
the issued and outstanding common shares (the Common
Shares) in the capital of Shell Canada Limited
(Shell Canada) and (ii) the notice of the
Offeror (the Offerors Notice) dated
April 4, 2007, relating to the acquisition (the
Compulsory Acquisition) by the Offeror of all of the
Common Shares which the Offeror did not acquire under the Offer,
at a purchase price of Cdn.$45.00 in cash for each Common Share
and otherwise on the terms on which the Offeror acquired the
Common Shares from the holders of Common Shares
(Shareholders) who accepted the Offer (the
Cash Payment).
Capitalized terms used but not otherwise defined in this
Transmittal and Election Form which are defined in the Circular
have the respective meanings set out in the Circular, which is
available at www.sedar.com.
Please complete Box 1, Box 2 and Box 3, and
Box 4 and Box 5 (if applicable) of this Transmittal
and Election Form. If your Transmittal and Election Form (or
other written notice of demand, if applicable) is not properly
completed and received by the Agent within 20 days after
your receipt of the Offerors Notice, you will be deemed to
have elected to transfer your Shares to the Offeror on the basis
of the Cash Payment.
U.S. Shareholders
and Substitute
Form W-9
United States federal income tax law generally requires that a
U.S. Holder who receives cash in exchange for Common Shares
must provide the Depositary with his correct Taxpayer
Identification Number (TIN), which, in the case of a
Shareholder who is an individual, is generally the
individuals social security number. If the Depositary is
not provided with the correct TIN or an adequate basis for an
exemption, such holder may be subject to penalties imposed by
the Internal Revenue Service and backup withholding in an amount
equal to 28% of the gross proceeds of any payment received
hereunder. If withholding results in an overpayment of taxes, a
refund may be obtained.
To prevent backup withholding, each U.S. Holder must
provide his correct TIN by completing the Substitute
Form W-9
attached to this document, which requires such holder to certify
under penalties of perjury: (i) that the TIN provided is
correct (or that such holder is awaiting a TIN); (ii) that
the holder is not subject to backup withholding because:
(a) the holder is exempt from backup withholding;
(b) the holder has not been notified by the Internal
Revenue Service that he is subject to backup withholding as a
result of a failure to report all interest or dividends; or
(c) the Internal Revenue Service has notified the holder
that he is no longer subject to backup withholding; and
(iii) that the holder is a U.S. person (including a
U.S. resident alien). For information about what number to
provide the Depositary, see Guidelines for Certification
of Taxpayer Identification Number on Substitute
Form W-9.
Exempt holders (including, among others, all corporations) are
not subject to backup withholding and reporting requirements.
For more information, see Guidelines for Certification of
Taxpayer Identification Number on Substitute
Form W-9.
To prevent possible erroneous backup withholding, an exempt
holder must complete Substitute
Form W-9,
check the Exempt from backup withholding box on such
form, and sign and date the form. See the instructions in the
attached Substitute
Form W-9
for additional instructions.
If Common Shares are held in more than one name or are not in
the name of the actual owner, consult the Guidelines for
Certification of Taxpayer Identification Number on Substitute
Form W-9.
If a U.S. Holder does not have a TIN, such holder should:
(i) consult the Guidelines for Certification of
Taxpayer Identification Number on Substitute
Form W-9;
(ii) write Applied For in the space for the TIN
in Part 1 of the Substitute
Form W-9;
and (iii) sign and date the Substitute
Form W-9
attached to this document. In such case, the Depositary may
withhold 28% of the gross proceeds of any payment made to such
holder prior to the time a properly certified TIN is provided to
the
Depositary, and if the Depositary is not provided with a TIN
within sixty (60) days, such amounts will be paid over to
the Internal Revenue Service.
If the Substitute
Form W-9
is not applicable to a U.S. Shareholder because such holder
is not a U.S. person for U.S. federal income tax
purposes, such holder will instead need to submit a properly
completed IRS
Form W-8
BEN Certificate of Foreign Status of Beneficial Owner for United
States Tax Withholding, signed under penalty of perjury. A copy
of IRS
Form W-8
BEN may be obtained from the Depositary.
A U.S. HOLDER WHO FAILS TO PROPERLY COMPLETE THE
SUBSTITUTE
FORM W-9
ATTACHED TO THIS LETTER OF TRANSMITTAL MAY BE SUBJECT TO BACKUP
WITHHOLDING OF 28% OF THE GROSS PROCEEDS OF ANY PAYMENTS MADE TO
SUCH HOLDER PURSUANT TO THE OFFER.
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BOX 1
ELECTION
OF CONSIDERATION OR DEMAND FOR PAYMENT
Pursuant to subsection 206(3)(c) of the Canada Business
Corporations Act (the CBCA), the undersigned
holder of Common Shares elects as follows in respect of the
Shares referred to in Box 2 and represented by the enclosed
certificate(s):
Shareholders
may choose only ONE of the choices below:
o Choice
A The CASH ALTERNATIVE,
to transfer his or her Common Shares to the Offeror for a
purchase price
of Cdn. $45.00 per Common Share and otherwise on the
terms on which
the Offeror acquired the Common Shares of the Shareholders of
Shell
Canada who accepted the Offer.
or
o Choice
B The COURT APPRAISAL ALTERNATIVE,
to demand payment of the fair value of his or her Common Shares
in
accordance with subsections 206(9) to 206(18) of the CBCA, and
hereby
notifies the Offeror of such election.*
* This or other written notice of an election to demand payment
of the fair value of the Common Shares represented by the
enclosed certificate(s) must be given to the Agent at the
address set out herein so as to be received by the Agent within
20 days after receipt by the Shareholder of the
Offerors Notice, failing which the holder will be deemed
to have elected to transfer the holders Common Shares to
the Offeror on the basis of the Cash Payment.
If your Transmittal and Election Form (or other written
notice of demand, if applicable) is not properly completed and
received by the Agent within 20 days after your receipt of
the Offerors Notice, or if you do not make an election in
Box 1 of your Transmittal and Election Form, you will be
deemed to have elected to transfer your Common Shares to the
Offeror on the basis of the Cash Payment.
BOX
2
DESCRIPTION
OF SHELL CANADA COMMON SHARES
(Please
print or type. If space is insufficient, please attach a list to
this
Transmittal and Election Form in the form below.)
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Number of Shell
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Canada Common
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Name(s) in which Registered
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Shares
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(Please fill in exactly as name(s)
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Represented by
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Certificate Number(s)
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appear(s) on certificate(s))
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Certificate
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Total:
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3
BOX
3
RESIDENCE
OF SHAREHOLDER
A U.S. Shareholder is any Shareholder that is a United
States person for U.S. federal income tax purposes.
INDICATE WHETHER OR NOT YOU ARE A U.S. SHAREHOLDER OR
ARE ACTING ON BEHALF OF A U.S. SHAREHOLDER:
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o
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The owner signing this Transmittal and Election Form represents
that it is not a U.S. Shareholder and is not acting on
behalf of a U.S. Shareholder.
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o
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The owner signing this Transmittal and Election Form is a
U.S. Shareholder or is acting on behalf of a
U.S. Shareholder.
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IF YOU ARE A U.S. SHAREHOLDER OR ARE ACTING ON BEHALF OF
A U.S. SHAREHOLDER, THEN IN ORDER TO AVOID BACKUP
WITHHOLDING YOU MUST COMPLETE THE
FORM W-9
SET FORTH BELOW, OR OTHERWISE PROVIDE CERTIFICATION THAT YOU ARE
EXEMPT FROM BACKUP WITHHOLDING, AS PROVIDED IN THE
INSTRUCTIONS.
BOX
4
ISSUE
CHEQUE IN THE NAME OF:
(please
print)
(Name)
(Street Address and Number)
(City and Province or State)
(Country and Postal (Zip) Code)
(Telephone Business
Hours)
(Social Insurance or Social
Security Number)
BOX
5
o HOLD
CHEQUE FOR
PICK-UP
4
Dated this
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day of
_
_ ,
2007.
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Name of Registered Shareholder: |
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(Please print or type)
Signature of Registered
Shareholder: _
_
(Street Address and Number)
(City and Province or State)
(Country and Postal or Zip Code)
5
SEND YOUR
TRANSMITTAL AND ELECTION FORM
TO THE AGENT AT THE FOLLOWING ADDRESS:
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By Mail:
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By Registered Mail, Hand or by
Courier:
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CIBC Mellon Trust Company
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CIBC Mellon Trust Company
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P.O. Box 1036
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199 Bay Street
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Adelaide Street Postal Station
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Commerce Court West, Securities
Level
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Toronto, ON M5C 2K4
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Toronto, ON M5L 1G9
or
600 The Dome Tower
333 7th Avenue S.W.
Calgary, Alberta
T2P 2Z1
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Telephone:
(416) 643-5500
Toll Free:
1-800-387-0825
E-Mail:
inquiries@cibcmellon.com
PART II
INFORMATION NOT REQUIRED TO BE SENT TO SHAREHOLDERS
The following documents are filed as exhibits to this Schedule:
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Exhibit |
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No. |
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Description |
A
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Audited consolidated financial statements of Shell Canada for
the years ended December 31, 2005, 2004 and 2003, and the
related U.S. GAAP reconciliation, incorporated by reference to
pages 62 through 82 of Exhibit 99.B and pages 33 through 35 of
Exhibit 99.A, respectively, of Shell Canadas Annual Report on
Form 40-F for the fiscal year ended December 31,2005.(1) |
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B
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Unaudited consolidated financial statements of Shell Canada
for the quarter and year ended December 31, 2006, incorporated
by reference to pages 24 through 38 of Exhibit 99.1 of Shell
Canadas Report on Form 6-K for the month of January 2007,
furnished to the SEC on January 29, 2007. (1) |
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(1) |
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Previously filed with Bidders Schedule 14 D1-F
filed on February 8, 2007. |
PART III
UNDERTAKINGS AND CONSENT TO SERVICE OF PROCESS
Item 1. Undertakings.
(a) The bidder undertakes to make available, in person or by telephone, representatives to
respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do
so by the Commission staff, information relating to this Schedule or to transactions in said
securities.
(b) The bidder undertakes to disclose in the United States, on the same basis as it is required
to make such disclosure pursuant to applicable Canadian federal and/or provincial or territorial
law, regulations or policies, or otherwise discloses, information regarding purchases of the
issuers securities in connection with the exchange offer covered by this Schedule. Such
information shall be set forth in amendments to this Schedule.
Item 2. Consent to Service of Process
(a) The bidder has filed with the Commission a written irrevocable consent and power of attorney
on Form F-X.(1)
(b) Any change to the name or address of the agent for service of the Registrant shall be
communicated promptly to the Commission by amendment to Form F-X referencing the file number of
the Registrant.
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(1) |
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Previously filed with Bidders Schedule 14 D1-F filed on February 8, 2007. |
PART IV
SIGNATURES
After due 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.
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Date: April 4, 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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