Shell plc reports recurring developments for an integrated energy group with American depositary shares that each represent two ordinary shares. Company news commonly covers operating and financial results across Integrated Gas, Upstream, Marketing, and Chemicals and Products, including LNG, production, trading and optimisation, refining, and chemicals activities.
Other updates focus on shareholder distributions and capital management, including interim dividends, share buyback programmes, purchases of ordinary shares for cancellation, and related Market Abuse Regulation disclosures. Shell also publishes governance and ownership notices, including annual meeting materials, director and PDMR shareholding notifications, and financial statements from Shell International Finance B.V.
BG Energy Capital plc announced the results of consent solicitations regarding its outstanding notes on January 11, 2023. The meeting, initially held on December 20, 2022, lacked a quorum but was later adjourned successfully. The consent conditions for each series of notes were satisfied, allowing Shell to replace BG Energy Holdings Limited as the guarantor. The changes, effective from January 11, 2023, also involve appointing Deutsche Trustee Company Limited as the successor trustee. Amendments to the terms of the notes were executed without requiring a consent fee.
Shell has updated its fourth quarter 2022 outlook, projecting adjusted EBITDA across various segments. Integrated Gas production is expected between 900-940 kboe/d, with LNG volumes at 6.6-7.0 MT, impacted by outages. Adjusted earnings for Upstream range from (400)-200 million, while chemicals margin shows improvement from Q3. Renewables and Energy Solutions forecasts adjusted earnings of (500)-100 million. A new EU tax impact of $2 billion and varying operational challenges have been noted. Full results will be available on February 2, 2023.
On December 28, 2022, Shell plc disclosed managerial transactions following the interim dividend payment on December 19, 2022. Key executives, including Sinead Gorman and Wael Sawan, acquired dividend shares associated with past bonuses and share plans. Noteworthy transactions include Gorman acquiring 338.38 SHEL shares at £23.95 each and Brekelmans acquiring 1,176.20 SHELL shares at €27.26 each. The report highlights transparency in executive share dealings in compliance with EU and UK market regulations.
BG Energy Capital has issued a notice regarding an Adjourned Meeting for the holders of its €800,000,000 2.250% Fixed Rate Notes, due November 21, 2029. The meeting is scheduled for January 11, 2023, via teleconference, to discuss a proposed resolution. Noteholders are advised to seek independent financial and legal advice regarding the notice and its implications. The Existing Guarantor for the notes is BG Energy Holdings Limited.
BG Energy Capital plc has announced the results of noteholders’ meetings regarding its outstanding notes, including consent solicitations for proposed amendments. Notably, Shell plc will replace the existing guarantor, and Deutsche Trustee will be appointed as the successor trustee for certain notes. Quorum was achieved for 2025, 2033, and 2036 notes, with resolutions passed; however, the necessary resolution inter-conditionality has not yet been satisfied. The meeting for the 2029 notes was adjourned due to a lack of quorum, with the consent solicitation deadline extended to January 6, 2023.
Shell plc announced a share buyback on December 8, 2022, purchasing a total of 921,539 shares for cancellation at a volume-weighted average price of £23.3188. The buyback is part of an ongoing program initiated on October 27, 2022. Goldman Sachs International will manage trading decisions for the buyback until January 27, 2023. The transactions will adhere to the UK MAR and EU MAR regulations.
Shell plc has advised shareholders to reject an unsolicited mini-tender offer from TRC Capital Investment Corporation. TRC aims to purchase up to 2 million American Depositary Shares (ADSs), about 0.06% of Shell's outstanding shares, at $53.25 per ADS, a 4.52% discount to the last closing price of $55.77. The company emphasizes that this offer is below market value and encourages ADS holders to be cautious and not tender their shares. The SEC has warned that mini-tender offers may catch investors off guard and often lack the same protections as larger tender offers.
The Board of Shell plc announced the third quarter 2022 dividend payment of $0.25 per ordinary share, payable on December 19, 2022, to shareholders on the Register as of November 11, 2022. Shareholders can opt to receive dividends in USD, EUR, or GBP. As of November 25, 2022, the corresponding amounts are €0.2398 and 20.61p. Notably, due to Shell's tax residence change to the UK, dividends will not incur Dutch withholding tax.
Shell plc announced its total voting rights as of November 30, 2022, comprising 7,057,781,012 ordinary shares valued at €0.07 each. The company does not hold any shares in Treasury. This number serves as a key figure for shareholders to determine their reporting obligations under the FCA's Disclosure Guidance and Transparency Rules. The announcement also notes that this total includes shares from Shell's buy-back program that are yet to be canceled. The communication adheres to the Disclosure Guidance regulations.
BG Energy Capital PLC has announced a significant notice regarding its outstanding fixed-rate notes totaling £750 million and €900 million. Noteholders are invited to separate meetings via teleconference on December 20, 2022, to discuss resolutions related to the existing notes, including the 2025, 2029, 2033, and 2036 series. The notice provides detailed information about voting procedures and quorum requirements. Investors are advised to seek independent financial advice regarding the impact of the resolutions.