Director's irrevocable undertaking
Director's irrevocable undertaking
Director's irrevocable undertaking
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Unless otherwise determined by Shell Bidco or required by the Takeover Code and permitted<br />
by applicable law and regulation, the Offer is not being, and will not be, made, directly or<br />
indirectly, in or into or by the use of the mails of, or by any other means or instrumentality<br />
(including, without limitation, electronic mail, facsimile transmission, telex, telephone,<br />
internst or other forms of electronic communication) of interstate or foreign commerce of, or<br />
any facility of a national state or other securities exchange of any Restricted Jurisdiction and<br />
will not be capable of acceptance by any such use, means, instrumentality or facility or from<br />
within any Restricted Jurisdiction.<br />
Accordingly, unless otherwise determined by Shell Bidco or required by the Takeover Code<br />
and permitted by applicable law and regulation, copies of this announcement are not being,<br />
and must not be, directly or indirectly, mailed, transmitted or otherwise forwarded,<br />
distributed or sent in, into or from any Restricted Jurisdiction and persons receiving this<br />
announcement (including, without limitation, custodians, nominees and trustees) must not<br />
mail or otherwise forward, distribute or send it in, into or from such jurisdiction.<br />
Any person (including, without limitation, any custodian, nominee or trustee) who would, or<br />
otherwise intends to, or who may have a contractual or legal obligation to forward this<br />
announcement andlor the Offer Document and/or any other related document to any<br />
jurisdiction outside of the United Kingdom should inform themselves of, and observe, any<br />
applicable legal or regulatory requirements of their jurisdiction before taking any action.<br />
Shell Bidco reserves the right to elect with the agreement of Cove and the consent of the<br />
Panel (where necessary) to implement the acquisition of the entire issued and to be issued<br />
share capital of Cove by way of a court-approved scheme of arrangement in accordance with<br />
Part 26 of the 2006 Act. In such event, the acquisition will be implemented on substantially<br />
the same terms, subject to appropriate amendments, as those which would apply to the Offer.<br />
Definitions and cautionary statement<br />
Resources: Shell's use of the term "resources" in this announcement includes quantities of<br />
oil and gas not yet classified as SEC proved oil and gas reserves or SEC proven mining<br />
reserves. Resources are consistent with the Society of Petroleum Engineers 2P and 2C<br />
definitions.<br />
The companies in which Royal Dutch Shell plc directly and indirectly owns investments are<br />
separate entities. In this announcement "Shell", "Shell Group" and "Royal Dutch Shell" are<br />
sometimes used for convenience where references are made to Royal Dutch Shell plc and its<br />
subsidiaries in general. Likewise, the words "we", "us" and "our" are also used to refer to<br />
subsidiaries in general or to those who work far them. These expressions are also used where<br />
no useful purpose is served by identifying the particular company or companies.<br />
"Subsidiaries", "Shell subsidiaries" and "Shell companies" as used in this announcement<br />
refer to companies in which Shell either directly or indirectly has control, by having either a<br />
majority of the voting rights or the right to exercise a controlling influence. The companies in<br />
which Shell has significant influence but not control are referred to as "associated<br />
companies" or "associates" and companies in which Shell has joint control are referred to as<br />
'jointly controlled entities". In this announcement, associates and jointly controlled entities<br />
are also referred to as "equity-accounted investments". The term "Shell interest" is used for<br />
convenience to indicate the direct andlor indirect (for example, through our 24 per cent.<br />
shareholding in Woodside Petroleum Ltd.) ownership interest held by Shell in a venture,<br />
partnership or company, after exclusion of all third-party interest.<br />
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