UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 6-K
REPORT OF FOREIGN ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
May 2022
Commission File Number: 1-32575
Shell plc
(Exact name of registrant as specified in its charter)
England and Wales
(Jurisdiction of incorporation or organization)
Shell Centre
London, SE1 7NA
United Kingdom
(Address of principal executive office)
________________________________
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-F [ X ] Form 40-F [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]
Shell
announces the second tranche of the share buyback programme
Shell plc
Shell announces the second tranche of the share buyback programme
May
5, 2022
Shell
plc (the ‘company’) today announces the commencement of trading in the second
tranche of its US$ 8.5 billion share buyback programme previously announced on February 3,
2022. The company completed the first tranche of this share buyback programme (the ‘initial
tranche’) on May 4, 2022. In aggregate, between February 3, 2022 and May 4, 2022, the
company repurchased 148,200,897 ordinary shares for an aggregate consideration of $4
billion. It is intended that, subject to market conditions, the second tranche of this buyback
programme (the ‘second tranche’) will be completed by the company’s Q2
results, which are scheduled for July 28, 2022.
In
the second tranche, the company has entered into an irrevocable, non-discretionary arrangement
with a broker to enable the purchase of ordinary shares for a period up to and including
July 22, 2022. The aggregate maximum consideration for the purchase of ordinary shares under
the second tranche is $4.5 billion. The purpose of the second tranche is to reduce the issued
share capital of the company. All shares repurchased as part of the second tranche will be
cancelled.
The
maximum number of ordinary shares which may be purchased by the company under the second
tranche is 473,893,931, which is the maximum pursuant to the authority granted by shareholders
at the company's 2021 Annual General Meeting, less the number of ordinary shares repurchased
by the company pursuant to the share buyback programmes announced on July 29, 2021, December
2, 2021 and February 3, 20221.
The
broker will make its trading decisions in relation to the company's securities independently
of the company. The second tranche will be carried out on the London Stock Exchange and/or
on BATS and/or on Chi-X and will be effected within certain pre-set parameters. It will be
conducted in accordance with the company's general authority to repurchase shares granted
by its shareholders at the company’s Annual General Meeting held on May 18, 20211,
and in accordance with Chapter 12 of the Listing Rules, Article 5 of the Market Abuse Regulation
596/2014/EU dealing with buy-back programmes (“EU MAR”) and EU MAR as “onshored”
into UK law from the end of the Brexit transition period (on 11:00 pm on 31 December 2020)
through the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal
Agreement) Act 2020), and as amended, supplemented, restated, novated, substituted or replaced
by relevant statutory instruments (including, The Market Abuse (Amendment) (EU Exit) Regulations
(SI 2019/310)), from time to time and the Commission Delegated Regulation (EU) 2016/1052
(the “EU MAR Delegation Regulation”) and the EU MAR Delegated Regulation as “onshored”
into UK law from the end of the Brexit transition period (on 11:00 pm on 31 December 2020)
through the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal
Agreement) Act 2020), and as amended, supplemented, restated, novated, substituted or replaced
by relevant statutory instruments (including, The Market Abuse (Amendment) (EU Exit) Regulations
(SI 2019/310)), from time to time.
1
The existing shareholder authority to buy back shares granted at the company's 2021
Annual General Meeting expires at the earlier of the close of business on August 18, 2022,
and the end of the date of the company's 2022 Annual General Meeting. The company expects
to seek renewal of shareholder authority to buy back shares at subsequent Annual General
Meetings.
Enquiries
Media
International: +44 (0) 207 934 5550
Media
Americas: +1 832 337 4355
CAUTIONARY
STATEMENT
The
companies in which Shell plc directly and indirectly owns investments are separate legal
entities. In this announcement “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 announcement 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
announcement 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 announcement,
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 announcement 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, 2021 (available at www.shell.com/investor
and www.sec.gov). These risk factors also expressly qualify all forward-looking
statements contained in this announcement and should be considered by the reader. Each
forward-looking statement speaks only as of the date of this announcement, May 5, 2022. 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 announcement.
Shell’s
net carbon footprint
Also,
in this announcement we may refer to Shell’s “Net Carbon Footprint” or
“Net Carbon Intensity”, which include 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 Footprint” or “Net Carbon Intensity” are 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 Footprint (NCF) targets over the next ten years. However, Shell’s
operating plans cannot reflect our 2050 net-zero emissions target and 2035 NCF 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
announcement 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 announcement do not form part of this announcement.
We
may have used certain terms, such as resources, in this announcement 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.
This Report on Form 6-K is incorporated by reference into:
| (a) | the Registration Statement on Form F-3 of Shell plc and Shell International Finance B.V. (Registration Numbers 333-254137 and 333-254137-01); and |
| (b) | the Registration Statement on Form S-8 of Shell plc (Registration Number 333-262396). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | Shell plc |
| | (Registrant) |
| | |
| | |
Date: May 5, 2022 | | /s/ Anthony Clarke |
| | Anthony Clarke |
| | Deputy Company Secretary |
| | |
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