Shell plc
Shell announces commencement of a share buyback programme
May 2, 2024
Shell plc (the ‘Company’) today announces the commencement of a $3.5 billion share buyback programme covering an aggregate contract term of approximately three months (the ‘programme’). The purpose of the programme is to reduce the issued share capital of the Company. All shares repurchased as part of the programme will be cancelled. It is intended that, subject to market conditions, the programme will be completed prior to the Company’s Q2 2024 results announcement, scheduled for August 1, 2024.
The Company has entered into an arrangement with a single broker consisting of three irrevocable, non-discretionary contracts, to enable the purchase of ordinary shares on both London market exchanges (the London Stock Exchange and/or on BATS and/or on Chi-X) (pursuant to two ‘London contracts’) and Netherlands exchanges (Euronext Amsterdam and/or on CBOE Europe DXE and/or on Turquoise Europe) (pursuant to one ‘Netherlands contract’) for a period up to and including July 26, 2024. The aggregate maximum consideration for the purchase of ordinary shares under the London contracts is $2 billion and the maximum consideration for the purchase of ordinary shares under the Netherlands contract is $1.5 billion. Purchases under the London contracts will be carried out in accordance with the Company’s authority1 to repurchase shares on-market and will be effected within certain contractually agreed parameters. Purchases under the Netherlands contract will be carried out in accordance with the Company’s authority1 to repurchase shares off-market pursuant to the off-market share buyback contract approved by its shareholders and the parameters set out therein.
The maximum number of ordinary shares which may be purchased or committed to be purchased by the Company under the programme (across all three contracts) is 360,000,000, which is the maximum number remaining as of the date of this announcement pursuant to the relevant authorities granted by shareholders at the Company’s 2023 Annual General Meeting1.
The broker will make its trading decisions in relation to the Company’s securities independently of the Company.
The programme will be conducted 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 (at 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 including 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 Delegated Regulation’) and the EU MAR Delegated Regulation as “onshored” into UK law from the end of the Brexit transition period (at 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, including by relevant statutory instruments (including, The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), from time to time.
1 The existing shareholder authorities to buy back shares granted at the Company’s 2023 Annual General Meeting will expire at the earlier of the close of business on August 22, 2024, and the end of the date of the Company’s 2024 Annual General Meeting. The Company expects to seek renewal of shareholder authority to buy back shares at subsequent Annual General Meetings.
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