Shell commences exchange offers of up to twelve series of USD notes

Shell announced the commencement of offers to exchange any and all validly tendered and accepted notes up to a maximum aggregate principal amount of $10 billion of twelve series of notes issued by Shell International Finance B.V. 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, as described in the table below. Each series of New Notes will have the same interest rate, maturity date, optional redemption date and interest payment dates as the corresponding series of Old Notes for which they are being offered in exchange and other terms that are substantially identical to the Old Notes, except for the issuing entity and other minor exceptions as described in the Prospectus. A Registration Statement on Form F-4 including a preliminary prospectus, which is subject to change, relating to the issuance of the New Notes was filed with the Securities and Exchange Commission today 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. 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.