TIDMSHELL
Shell International Finance B.V.
Carel van Bylandtlaan 30
2596 HR The Hague
The Netherlands
SHELL INTERNATIONAL FINANCE B.V.
ANNOUNCES CME TERM SOFR AS REPLACEMENT REFERENCE RATE FOR
OUTSTANDING U.S. DOLLAR LIBOR-LINKED SECURITIES
The Hague, Netherlands,SHYSHYSHYSHYSHY June 28, 2023 -- Shell
International Finance B.V. ("Shell International"), has outstanding
floating rate debt, being $500,000,000 Floating Rate Guaranteed
Notes due 2023 (ISIN: US822582CA82), that are governed by New York
law, for which U.S. dollar LIBOR ("USD LIBOR"), for three-month
tenor, serves as the benchmark rate used in connection with the
calculation or determination of applicable interest payments (the
"USD LIBOR Notes"). On March 5, 2021, the U.K.'s Financial Conduct
Authority announced that after June 30, 2023, USD LIBOR for such
tenors (along with other remaining tenors of USD LIBOR) would cease
publication or no longer be representative. In connection with the
cessation of representative USD LIBOR, on March 15, 2022, Congress
enacted the Adjustable Interest Rate (LIBOR) Act (the "LIBOR Act"),
and the Board of Governors of the Federal Reserve System has issued
final rules thereunder (the "LIBOR Rule").
Shell International is issuing this press release to announce
that, for the Interest Period (as defined in the Prospectus
Supplement dated November 7, 2018) commencing after the first
London banking date after June 30, 2023 being July 3, 2023 (the
"LIBOR Replacement Date"), the CME Term SOFR reference rate
published for the three-month tenor (that corresponds to the USD
LIBOR tenor of the USD LIBOR Notes), as administered by CME Group
Benchmark Administration, Ltd. (or any successor administrator
thereof) ("Three Month CME Term SOFR"), plus the applicable tenor
spread adjustment described below will be the reference rate for
calculations or determinations of applicable interest for the USD
LIBOR Notes, in accordance with the LIBOR Act and the LIBOR
Rule.
The replacement rate, and therefore calculation of the amount of
interest payable on the USD LIBOR Notes for the Interest Period
with a reference rate linked to Three Month CME Term SOFR, will
also include the tenor spread adjustment of 0.26161 percent per
annum, as specified in the LIBOR Act.
For the avoidance of doubt, the interest rate payable on the USD
LIBOR Notes for the current Interest Period, such payment of
interest occurring on the Interest Payment Date (as defined in the
Prospectus Supplement, dated November 7, 2018), falling on August
13, 2023 (as postponed to Monday, August 14, 2023, following the
Business Day Convention (as defined in the Prospectus Supplement,
dated November 7, 2018), will be USD LIBOR plus 0.40 percent, as
determined at the start of the current Interest Period. The
interest rate payable on the USD LIBOR Notes on the Interest Period
commencing after the LIBOR Replacement Date, (such Interest Period
beginning on the Interest Payment Date falling on August 13, 2023
and ending on the following Interest Payment Date, being November
13, 2023) will be determined by reference to Three Month CME Term
SOFR and will be the sum of (i) Three Month CME Term SOFR; plus
(ii) 0.40 percent; plus (iii) 0.26161 percent per annum.
Cautionary Note
The companies in which Shell plc directly and indirectly owns
investments are separate legal entities. In this release "Shell",
"Shell Group" and "Group" are sometimes used for convenience where
references are made to Shell plc and its subsidiaries in general.
Likewise, the words "we", "us" and "our" are also used to refer to
Shell plc and its subsidiaries in general or to those who work for
them. These terms are also used where no useful purpose is served
by identifying the particular entity or entities. "Subsidiaries",
"Shell subsidiaries" and "Shell companies" as used in this release
refer to entities over which Shell plc either directly or
indirectly has control. Entities and unincorporated arrangements
over which Shell has joint control are generally referred to as
"joint ventures" and "joint operations", respectively. "Joint
ventures" and "joint operations" are collectively referred to as
"joint arrangements". Entities over which Shell has significant
influence but neither control nor joint control are referred to as
"associates". The term "Shell interest" is used for convenience to
indicate the direct and/or indirect ownership interest held by
Shell in an entity or unincorporated joint arrangement, after
exclusion of all third-party interest.
Forward-Looking Statements
This release contains forward-looking statements (within the
meaning of the U.S. Private Securities Litigation Reform Act of
1995) concerning the financial condition, results of operations and
businesses of 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 management's 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 Shell to
market risks and statements expressing management's expectations,
beliefs, estimates, forecasts, projections and assumptions. These
forward-looking statements are identified by their use of terms and
phrases such as "aim", "ambition", "anticipate", "believe",
"could", "estimate", "expect", "goals", "intend", "may",
"milestones", "objectives", "outlook", "plan", "probably",
"project", "risks", "schedule", "seek", "should", "target", "will"
and similar terms and phrases. There are a number of factors that
could affect the future operations of Shell and could cause those
results to differ materially from those expressed in the
forward-looking statements included in this release, including
(without limitation): (a) price fluctuations in crude oil and
natural gas; (b) changes in demand for Shell's products; (c)
currency fluctuations; (d) drilling and production results; (e)
reserves estimates; (f) loss of market share 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, judicial, fiscal and regulatory
developments including regulatory measures addressing climate
change; (k) economic and financial market conditions in various
countries and regions; (l) political risks, including the risks of
expropriation and renegotiation of the terms of contracts with
governmental entities, delays or advancements in the approval of
projects and delays in the reimbursement for shared costs; (m)
risks associated with the impact of pandemics, such as the COVID-19
(coronavirus) outbreak; and (n) changes in trading conditions. No
assurance is provided that future dividend payments will match or
exceed previous dividend payments. All forward-looking statements
contained in this release 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. Additional risk factors that may affect future results
are contained in Shell plc's Form 20-F for the year ended December
31, 2022 (available at
https://www.globenewswire.com/Tracker?data=Ou3-Qn05ski7lxChFP0RrRLtTKN6ZZkBAPNaHqtE4IUPmwt056_Fh_AO6VFBz9178DBdnhEdAQWrM43ZXN5QIaWoHgHB0BL7Rp-wc2UyfGQ=
www.shell.com/investor and
https://www.globenewswire.com/Tracker?data=Ou3-Qn05ski7lxChFP0RrZ86CNu3-7S3oJaPZm_CNf6jvwVuwIo--0m4Vgc2XP2eLhgiDlZqluDvkivv3EpCuQ==
www.sec.gov). These risk factors also expressly qualify all
forward-looking statements contained in this release and should be
considered by the reader. Each forward-looking statement speaks
only as of the date of this release, June 28, 2023. Neither Shell
plc 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 release.
Shell's net carbon intensity
Also, in this release we may refer to Shell's "Net Carbon
Intensity", which includes Shell's carbon emissions from the
production of our energy products, our suppliers' carbon emissions
in supplying energy for that production and our customers' carbon
emissions associated with their use of the energy products we sell.
Shell only controls its own emissions. The use of the term Shell's
"Net Carbon Intensity" is for convenience only and not intended to
suggest these emissions are those of Shell plc or its
subsidiaries.
Shell's net-Zero Emissions Target
Shell's operating plan, outlook and budgets are forecasted for a
ten-year period and are updated every year. They reflect the
current economic environment and what we can reasonably expect to
see over the next ten years. Accordingly, they reflect our Scope 1,
Scope 2 and Net Carbon Intensity (NCI) targets over the next ten
years. However, Shell's operating plans cannot reflect our 2050
net-zero emissions target and 2035 NCI target, as these targets are
currently outside our planning period. In the future, as society
moves towards net-zero emissions, we expect Shell's operating plans
to reflect this movement. However, if society is not net zero in
2050, as of today, there would be significant risk that Shell may
not meet this target.
Forward Looking Non-GAAP measures
This release may contain certain forward-looking non-GAAP
measures such as cash capital expenditure and divestments. We are
unable to provide a reconciliation of these forward-looking
Non-GAAP measures to the most comparable GAAP financial measures
because certain information needed to reconcile those Non-GAAP
measures to the most comparable GAAP financial measures is
dependent on future events some of which are outside the control of
Shell, such as oil and gas prices, interest rates and exchange
rates. Moreover, estimating such GAAP measures with the required
precision necessary to provide a meaningful reconciliation is
extremely difficult and could not be accomplished without
unreasonable effort. Non-GAAP measures in respect of future periods
which cannot be reconciled to the most comparable GAAP financial
measure are calculated in a manner which is consistent with the
accounting policies applied in Shell plc's consolidated financial
statements.
The contents of websites referred to in this release do not form
part of this release.
We may have used certain terms, such as resources, in this
release that the United States Securities and Exchange Commission
(SEC) strictly prohibits us from including in our filings with the
SEC. Investors are urged to consider closely the disclosure in our
Form 20-F, File No 1-32575, available on the SEC website
www.sec.gov.
(END) Dow Jones Newswires
June 28, 2023 08:59 ET (12:59 GMT)
Copyright (c) 2023 Dow Jones & Company, Inc.
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