Offer by Shell for Cove: Lapsing of Offer

Jul 26, 2012, 03:35 ET from Royal Dutch Shell plc

THE HAGUE, The Netherlands, July 26, 2012 /PRNewswire/ --


Cash Offer
Shell Exploration and Production (XL) B.V. ("Shell Bidco")
Cove Energy plc ("Cove")

Lapsing of Offer


On 24 April 2012, the boards of Shell Bidco and Cove announced the terms of the cash offer by Shell Bidco, a wholly owned subsidiary of Royal Dutch Shell plc (NYSE: RDS.A)(NYSE: RDS.B), for the entire issued and to be issued share capital of Cove (the "Offer"). The offer document (the "Offer Document"), which contains, among other things, the full terms and conditions of the Offer and procedures for acceptance of the Offer, was issued by Shell Bidco on 2 May 2012.

On 12 July 2012, Shell Bidco announced the Offer was extended until 1.00 p.m. (London time) on 25 July 2012.

On 16 July 2012, Shell Bidco announced that it had decided not to revise its Offer and not take part in the auction procedure for Cove announced by the Panel.

Capitalised terms used in this announcement have the meanings given to them in the Offer Document.

Level of acceptances

As at 1.00 p.m. (London time) on 25 July 2012, Shell Bidco had received valid acceptances of the Offer in respect of 6,158,590 Cove Shares representing approximately 1.25 per cent. of the existing issued share capital of Cove, which Shell Bidco may count towards the satisfaction of the acceptance condition to the Offer. So far as Shell Bidco is aware, none of these acceptances have been received from persons acting in concert with Shell Bidco. Of these acceptances, acceptances have been received in respect of, in aggregate, 4,684,179 Cove Shares (representing approximately 0.95 per cent. of the existing issued share capital of Cove) which were subject to an irrevocable commitment procured by Shell Bidco.

Lapsing of Offer

Following the extension to the Offer announced on 12 July 2012, the Offer was subject to valid acceptances being received by no later than 1.00 p.m. (London time) on 25 July 2012 in respect of not less than 90 per cent. of the Cove Shares to which the Offer relates and of the voting rights attached to those shares. As this condition has not been satisfied, the Offer has lapsed with immediate effect and accordingly, the Offer is no longer capable of further acceptance and accepting Cove Shareholders and Shell Bidco cease to be bound by such acceptances.

Return of acceptances

In accordance with the terms of the Offer, (i) in respect of Cove Shares held in certificated form, Forms of Acceptances, share certificates and other documents of title will be returned by post within 14 calendar days at the risk of the Cove Shareholders; and (ii) in respect of Cove Shares held in uncertificated form, the Receiving Agent will immediately (or within such longer period as the Panel may permit, not exceeding 14 calendar days) give TFE instructions to Euroclear to transfer all Cove Shares held in escrow balances and in relation to which it is the Escrow Agent for the purposes of the Offer to the original available balances of the relevant Cove Shareholders.

Interest in Cove Shares

On 25 July 2012 (being the latest practicable date prior to the publication of this announcement), neither Shell Bidco, nor any person acting in concert with Shell Bidco, is interested in, has any rights to subscribe for any relevant securities of Cove nor does any such person have any short position (whether conditional or absolute and whether in the money or otherwise), including any short position under a derivative or any arrangement in relation to any relevant securities of Cove. For these purposes, "arrangement" includes any agreement to sell or any delivery obligation or right to require another person to purchase or take delivery of any relevant securities of Cove and any borrowing or lending of any relevant securities of Cove which have not been on-lent or sold and any outstanding irrevocable commitment or letter of intent with respect to any relevant securities of Cove.

A copy of this announcement will be made available free of charge, subject to certain restrictions relating to persons resident in Restricted Jurisdictions, on Shell's website at by no later than 12 noon (London time) on 27 July 2012.

Morgan Stanley & Co. Limited is acting as financial adviser to Shell Bidco and no one else in relation to the Offer and will not be responsible to anyone other than Shell Bidco for providing the protections afforded to the clients of Morgan Stanley & Co. Limited nor for providing advice in relation to the Offer, the contents of this announcement or any other matter or arrangement referred to herein.

Further information

This announcement is for information purposes and is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities pursuant to the Offer or otherwise.  This announcement does not constitute a prospectus or a prospectus equivalent document. Shareholders are advised to read carefully the formal documentation in relation to the Offer. The Offer is made solely through the Offer Document which contains the full terms and conditions of the Offer, including details of how to accept the Offer. Please read carefully the Offer Document in its entirety before making a decision with regard to the Offer. Any acceptance should be made on the basis of the information in the Offer Document.

This announcement has been prepared in accordance with English law, the Takeover Code and the AIM Rules and information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.

The release, publication or distribution of this announcement in jurisdictions other than the United Kingdom may be restricted by law or regulation and therefore persons into whose possession this announcement and/or the Offer Document comes should inform themselves about and observe such restrictions. Any failure to comply with these restrictions may constitute a violation of securities laws of any such jurisdictions. To the fullest extent permitted by law, Shell Bidco disclaims any responsibility or liability for the violation of such restrictions by such persons.

The availability of the Offer to Cove Shareholders who are not resident in the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are resident. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable requirements.

Unless otherwise determined by Shell Bidco or required by the Takeover Code and permitted by applicable law and regulation, the Offer is not being, and will not be, made, directly or indirectly, in or into or by the use of the mails of, or by any other means or instrumentality (including, without limitation, electronic mail, facsimile transmission, telex, telephone, internet or other forms of electronic communication) of interstate or foreign commerce of, or any facility of a national state or other securities exchange of any Restricted Jurisdiction and will not be capable of acceptance by any such use, means, instrumentality or facility or from within any Restricted Jurisdiction.

Accordingly, unless otherwise determined by Shell Bidco or required by the Takeover Code and permitted by applicable law and regulation, copies of this announcement are not being, and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this announcement (including, without limitation, custodians, nominees and trustees) must not mail or otherwise forward, distribute or send it in, into or from such jurisdiction.  

Any person (including, without limitation, any custodian, nominee or trustee) who would, or otherwise intends to, or who may have a contractual or legal obligation to forward this announcement and/or the Offer Document and/or any other related document to any jurisdiction outside of the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdiction before taking any action.



Shell Media Relations +44-207-934-5550 +31-70-377-8750

Shell Investor Relations

Europe +31-70-377-3996

United States +1-713-241-2069

Morgan Stanley & Co. Limited (Financial adviser to Shell Bidco) +44-207-425-8000 Michael O'Dwyer Ian Hart Andrew Foster

SOURCE Royal Dutch Shell plc