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

Shell Canada Limited

 

Canada

Royal Dutch Shell plc
Shell Investments Limited

Common Shares

822567103

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

February 8, 2007

Transaction Valuation		Amount of Filing Fee
$1,438,719,986*		$287,744

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)

 

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

 

 

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:

 

 

 

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 Offeree’s election, a Dissenting Offeree is required by the CBCA to send the certificates representing such Dissenting Offeree’s 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.

 

 

 

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:

 

 

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.

 

 

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:

 

 

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.

 

 

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

 

Arnold MacBurnie

Chief Executive Officer

 

Offices of the Depositary,

 

CIBC MELLON TRUST COMPANY

 

 

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

 

 

 

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 “Offeror’s 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 Offeror’s 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 individual’s 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.

 

						Number of Shell
						Canada Common
			Name(s) in which Registered			Shares
			(Please fill in exactly as name(s)			Represented by
Certificate Number(s)			appear(s) on certificate(s))			Certificate
			Total:

o	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.
o	The owner signing this Transmittal and Election Form is a U.S. Shareholder or is acting on behalf of a U.S. Shareholder.

 

 

 

 

 

 

 

 

 

Dated this _ _ day of _ _ , 2007.

 

 

(Please print or type)

 

Signature of Registered Shareholder: _ _

 

(Street Address and Number)

 

(City and Province or State)

 

(Country and Postal or Zip Code)

 

 

SEND YOUR TRANSMITTAL AND ELECTION FORM
TO THE AGENT AT THE FOLLOWING ADDRESS:

 

 

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:

Exhibit
No.		Description
A		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 Canada’s Annual Report on Form 40-F for the fiscal year ended December 31,2005.(1)
B		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 Canada’s Report on Form 6-K for the month of January 2007, furnished to the SEC on January 29, 2007. (1)

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 issuer’s 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.

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.

Date: April 4, 2007
Royal Dutch Shell plc
By:		/s/ Michiel Brandjes
Name: Michiel Brandjes
Title: Secretary
Shell Investments Limited
By:		/s/ Arnold MacBurnie
Name: Arnold MacBurnie
Title: Chief Executive Officer