Shell plc (LON:SHEL) has announced the commencement of a $3 billion share buyback programme covering an aggregate contract term of approximately three months. The purpose of the programme is to reduce the issued share capital of the Company. All shares repurchased as part of the programme will be cancelled. It is intended that, subject to market conditions, the programme will be completed prior to the Company’s Q3 2023 results announcement, scheduled for November 2, 2023.
The Company has entered into an arrangement with a single broker consisting of three irrevocable, non-discretionary contracts, to enable the purchase of ordinary shares on both London market exchanges (the London Stock Exchange and/or on BATS and/or on Chi-X) (pursuant to two ‘London contracts’) and Netherlands exchanges (Euronext Amsterdam and/or on CBOE Europe DXE and/or on Turquoise Europe) (pursuant to one ‘Netherlands contract’) for a period up to and including October 27, 2023. The aggregate maximum consideration for the purchase of ordinary shares under the London contracts is $1.5 billion and the maximum consideration for the purchase of ordinary shares under the Netherlands contract is $1.5 billion. Purchases under the London contracts will be carried out in accordance with the Company’s authority1 to repurchase shares on-market and will be effected within certain contractually agreed parameters. Purchases under the Netherlands contract will be carried out in accordance with the Company’s authority1 to repurchase shares off-market pursuant to the off-market share buyback contract approved by its shareholders and the parameters set out therein.
The maximum number of ordinary shares which may be purchased or committed to be purchased by the Company under the programme (across all three contracts) is 692,000,000, which is the maximum number remaining as of the date of this announcement pursuant to the relevant authorities granted by shareholders at the Company’s 2023 Annual General Meeting1.
The broker will make its trading decisions in relation to the Company’s securities independently of the Company.
The programme will be conducted in accordance with Chapter 12 of the Listing Rules, Article 5 of the Market Abuse Regulation 596/2014/EU dealing with buy-back programmes (‘EU MAR’) and EU MAR as “onshored” into UK law from the end of the Brexit transition period (at 11:00 pm on 31 December 2020) through the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020), and as amended, supplemented, restated, novated, substituted or replaced including by relevant statutory instruments (including, The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), from time to time and the Commission Delegated Regulation (EU) 2016/1052 (the ‘EU MAR Delegated Regulation’) and the EU MAR Delegated Regulation as “onshored” into UK law from the end of the Brexit transition period (at 11:00 pm on 31 December 2020) through the European Union (Withdrawal) Act 2018 (as amended by the European Union (Withdrawal Agreement) Act 2020), and as amended, supplemented, restated, novated, substituted or replaced including by relevant statutory instruments (including, The Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310)), from time to time.
1 The existing shareholder authorities to buy back shares granted at the Company’s 2023 Annual General Meeting will expire at the earlier of the close of business on August 22, 2024, and the end of the date of the Company’s 2024 Annual General Meeting. The Company expects to seek renewal of shareholder authority to buy back shares at subsequent Annual General Meetings.
The Board of Shell plc also announced an interim dividend in respect of the second quarter of 2023 of US$ 0.331 per ordinary share.
Details relating to the second quarter 2023 interim dividend
| Per ordinary share | Q2 2023 |
| Shell Shares (US$) | 0.331 |
Shareholders will be able to elect to receive their dividends in US dollars, euros or pounds sterling.
Absent any valid election to the contrary, persons holding their ordinary shares through Euroclear Nederland will receive their dividends in euros.
Absent any valid election to the contrary, shareholders (both holding in certificated and uncertificated form (CREST members)) and persons holding their shares through the Shell Corporate Nominee will receive their dividends in pounds sterling.
The pound sterling and euro equivalent dividend payments will be announced on September 4, 2023.
| Per ADS | Q2 2023 |
| Shell ADSs (US$) | 0.662 |
Cash dividends on American Depositary Shares (“ADSs”) will be paid, by default, in US dollars.
Each ADS represents two ordinary shares. ADSs are evidenced by an American Depositary Receipt (“ADR”) certificate. In many cases the terms ADR and ADS are used interchangeably.
Dividend timetable for the second quarter 2023 interim dividend
| Event | Date |
| Announcement date | July 27, 2023 |
| Ex- Dividend Date for ADSs | August 10, 2023 |
| Ex- Dividend Date for ordinary shares | August 10, 2023 |
| Record date | August 11, 2023 |
| Closing of currency election date (see Note below) | August 25, 2023 |
| Pound sterling and euro equivalents announcement date | September 4, 2023 |
| Payment date | September 18, 2023 |
Note
A different currency election date may apply to shareholders holding shares in a securities account with a bank or financial institution ultimately holding through Euroclear Nederland. This may also apply to other shareholders who do not hold their shares either directly on the Register of Members or in the corporate sponsored nominee arrangement. Shareholders can contact their broker, financial intermediary, bank or financial institution for the election deadline that applies.
Taxation – cash dividends
If you are uncertain as to the tax treatment of any dividends you should consult your tax advisor.
Dividend Reinvestment Programmes (“DRIP”)
The following organisations operate Dividend Reinvestment Plans (“DRIPs”) which enable the Company’s shareholders to elect to have their dividend payments used to purchase the Company’s shares:
- Equiniti Financial Services Limited (“EFSL”), for those holding shares (a) directly on the register as certificate holder or as CREST Member and (b) via the Shell Corporate Nominee;
- ABN-AMRO NV (“ABN”) for Financial Intermediaries holding shares via Euroclear Nederland;
- JPMorgan Chase Bank, N.A. (“JPM”) for holders of ADSs; and
- Other DRIPs may also be available from the intermediary through which investors hold their shares and ADSs.
Such organisations provide their DRIPs fully on their account and not on behalf of the Company.
Interested parties should contact DRIP Offerors directly.
More information can be found at https://www.shell.com/drip
