RECOMMENDED CASH AND SHARE OFFER FOR BG GRROUP PLC
Summary
The Boards of Shell and BG are pleased to announce that they have reached agreement on the terms of a recommended cash and share offer to be made by Shell for the entire issued and to be issued share capital of BG.
· Under the terms of the Combination, BG Shareholders will be entitled to receive:
For each BG Share: 383 pence in cash; and
0.4454 Shell B Shares[1]
· Based on the 90 trading day volume weighted average price of 2,170.3 pence per Shell B Share on 7 April 2015 (being the last Business Day before the date of this Announcement), the terms of the Combination represent:
- a value of approximately 1,350 pence per BG Share; and
- a premium of approximately 52% to the 90 trading day volume weighted average price of 890.4 pence per BG Share on 7 April 2015.
· Based on the Closing Price of 2,208.5 pence per Shell B Share on 7 April 2015 (being the last Business Day before the date of this Announcement), the terms of the Combination represent:
- a value of approximately 1,367 pence per BG Share;
- a premium of approximately 50% to the Closing Price of 910.4 pence per BG Share on 7 April 2015; and
- a value of approximately £47.0 billion for BG's entire issued and to be issued share capital.
· The Combination will result in BG Shareholders owning approximately 19% of the Combined Group.
· Shell expects the Combination to accelerate its growth strategy in global LNG and deep water.
· The Combination will add some 25% to Shell's proved oil and gas reserves[2] and 20% to production, each on a 2014 basis, and provide Shell with enhanced positions in competitive new oil and gas projects, particularly in Australia LNG and Brazil deep water.
· The Combination has the potential to unlock further value for both sets of shareholders from the combined portfolio. An enhanced set of upstream positions will be a springboard to high-grade the Combined Group's longer term portfolio, increase asset sales and reduce capital investment, thereby enhancing the Combined Group's capacity to pay dividends and undertake share buybacks.
· Shell expects the Combination to generate pre‑tax synergies of approximately $2.5 billion per annum (which have been reported on) and has also identified further significant opportunities.
· In the near term, BG Shareholders will benefit from the dividends enjoyed by Shell Shareholders.[3] Shell today confirms its intention to pay dividends of $1.88 per ordinary share in 2015 and at least that amount in 2016.
· In the medium term, all shareholders will benefit from the potential for enhanced cash flow and a continued drive to grow returns and enhance capital efficiency from the combined portfolio.
· Shell expects to commence a share buyback programme in 2017 of at least $25 billion for the period 2017 to 2020.[4] Shell expects this programme to offset the shares issued under the Shell scrip dividend programme and to significantly reduce the equity issued in connection with the Combination.
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