06.09.2015 Views

Director's irrevocable undertaking

Director's irrevocable undertaking

Director's irrevocable undertaking

SHOW MORE
SHOW LESS
  • No tags were found...

You also want an ePaper? Increase the reach of your titles

YUMPU automatically turns print PDFs into web optimized ePapers that Google loves.

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 />

internet 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 and/or 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 theirjurisdiction 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 for 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 and/or 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.

Hooray! Your file is uploaded and ready to be published.

Saved successfully!

Ooh no, something went wrong!