Energy Giants Won't Merge: Shell Rules Out Potential BP Takeover Amid Market Speculation

Rhea-AI Filing Summary

Shell plc has issued a formal statement under Rule 2.8 of the UK City Code on Takeovers and Mergers to address recent media speculation regarding a potential acquisition of BP plc. The company explicitly confirms that it:

• Has not been actively considering making an offer for BP
• Has not made any approach to BP
• Has not engaged in talks with BP regarding a possible offer

Shell declares it has no intention of making an offer for BP and will be bound by Rule 2.8 restrictions. However, these restrictions may be lifted under specific circumstances, including: BP board agreement, third-party offer announcement, BP's Rule 9 waiver announcement, or material change in circumstances as determined by the Takeover Panel.

The company reaffirms its strategic focus on "delivering more value with less emissions through performance, discipline and simplification."

Positive

• None.

Negative

• Shell explicitly denied considering or making an offer to acquire BP, limiting strategic M&A options in the near term due to UK takeover code restrictions
• The Rule 2.8 statement legally prevents Shell from making an offer for BP for 6 months except under specific circumstances, constraining strategic flexibility

Form 6-K: How Foreign Companies Report to the SEC →

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 

For the month of June 2025

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 [   ]

Shell plc (“Shell”) statement re BP plc (“BP”)

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION

FOR IMMEDIATE RELEASE

THIS ANNOUNCEMENT IS AN ANNOUNCEMENT UNDER RULE 2.8 OF THE UK CITY CODE ON TAKEOVERS AND MERGERS (THE “CODE”)

26 June 2025

Shell plc (“Shell”) statement re BP plc (“BP”)

In response to recent media speculation Shell wishes to clarify that it has not been actively considering making an offer for BP and confirms it has not made an approach to, and no talks have taken place with, BP with regards to a possible offer.

This is a statement to which Rule 2.8 of the Code applies and accordingly Shell confirms it has no intention of making an offer for BP. As a result Shell will be bound by the restrictions set out in Rule 2.8 of the Code.

We remain focused on delivering more value with less emissions through performance, discipline and simplification.

Under Note 2 on Rule 2.8 of the Code, Shell reserves the right to set the restrictions in Rule 2.8 aside in the following circumstances:

1. with the agreement of the board of BP;
2. if a third party announces a firm intention to make an offer for BP;
3. if BP announces a Rule 9 waiver (see Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and
4. if there has been a material change of circumstances (as determined by the Takeover Panel).

The contents of this announcement will be available at www.shell.com.

The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

ENQUIRIES

Shell Media Relations

International +44 207 934 5550; U.S. and Canada: Contact form

LEI number of Shell plc: 21380068P1DRHMJ8KU70

Classification: Additional regulated information required to be disclosed under the laws of the United Kingdom.

 

This Report on Form 6-K is incorporated by reference into:

(a) the Registration Statement on Form F-3 of Shell plc, Shell Finance US Inc. and Shell International Finance B.V. (Registration Numbers 333-276068, 333-276068-01 and 333-276068-02); and

(b) the Registration Statements on Form S-8 of Shell plc (Registration Numbers 333-262396 and 333-272192).

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: June 26, 2025		/s/ Julie Keefe
		Julie Keefe
		Deputy Company Secretary

FAQ

Did Shell (SHEL) make a takeover offer for BP in June 2025?

No, Shell explicitly stated that it has not been actively considering making an offer for BP and confirmed it has not made any approach or held talks with BP regarding a possible offer. This clarification was made in response to media speculation.

What restrictions does Shell (SHEL) face regarding a potential BP acquisition after the June 2025 announcement?

Shell is bound by Rule 2.8 of the UK City Code on Takeovers and Mergers, which restricts them from making an offer for BP. However, these restrictions can be lifted under specific circumstances: with BP board agreement, if a third party makes an offer for BP, if BP announces a Rule 9 waiver or reverse takeover, or if there is a material change of circumstances as determined by the Takeover Panel.

What is Shell's (SHEL) strategic focus according to their June 2025 6-K filing?

Shell stated they remain focused on delivering more value with less emissions through performance, discipline and simplification, as mentioned in their statement regarding the BP speculation.

When did Shell (SHEL) make the announcement regarding BP takeover speculation?

Shell made the announcement on June 26, 2025, which was filed with the SEC via Form 6-K on June 28, 2025.