Shell announces early participation results in exchange offers

Shell announced that, as of 5:00 p.m., New York City Time, on September 18, 2024, the aggregate principal amounts of the twelve series of notes issued by Shell International Finance had been validly tendered for exchange in Shell’s previously announced offers to exchange any and all validly tendered and accepted Old Notes up to a specified maximum aggregate principal amount for a combination of cash and a corresponding series of new notes to be issued by Shell Finance US and fully and unconditionally guaranteed by Shell. Shell is also amending the Exchange Offers by increasing the Maximum Amount from $10 billion to $12 billion and offering the Early Participation Premium in respect of all Old Notes that are validly tendered by 5:00 p.m., New York City time, on October 3, 2024, and that are accepted for exchange, regardless of whether such Old Notes were tendered before or after the Early Participation Deadline. A Registration Statement on Form F-4 relating to the issuance of the New Notes was filed with the Securities and Exchange Commission on September 5, 2024 but has not yet been declared effective. The New Notes may not be sold or exchanged for Old Notes, nor may offers to buy be accepted, prior to the time the Registration Statement is declared effective by the SEC. As announced on September 5, 2024, Shell is conducting the Exchange Offers to migrate the existing Old Notes from Shell International Finance B.V. to Shell Finance US Inc. in order to optimize the Shell Group’s capital structure and align indebtedness with its U.S. business.