BG announces that at the Court Meeting and the BG General Meeting held earlier today in connection with the recommended cash and share offer made by Royal Dutch Shell plc (“Shell”) to acquire the entire issued and to be issued share capital of the Company (the “Combination”) to be effected by way of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”), BG Shareholders voted to:
- approve the Scheme at the Court Meeting; and
- pass the Special Resolution to implement the Scheme, including amendments to the BG Articles, at the BG General Meeting.
Details of the resolutions passed are set out in the notices of the Court Meeting and BG General Meeting contained in the scheme document published on 22 December 2015 in relation to the Combination (the “Scheme Document”).
The total number of BG Shares in issue at the Voting Record Time was 3,622,568,678 of which 204,570,932 were treasury shares, which do not have voting rights. Consequently, the total voting rights in BG at the Voting Record Time were 3,417,997,746.
Effective Date and Timetable
As Shell has announced, Shell Shareholders passed a resolution to approve the Combination at the Shell General Meeting held yesterday. Following today’s approval of the Scheme and the Special Resolution by BG Shareholders, completion of the Combination remains subject to the satisfaction or waiver of the remaining Conditions set out in the Scheme Document, including the Court sanctioning the Scheme at the Court Hearing, which is expected to be held on 11 February 2016. Subject to the Scheme receiving the sanction of the Court on that date, the Scheme is expected to become effective on 15 February 2016.
The expected timetable of principal events for the implementation of the Scheme remains as set out on pages 17 and 18 of the Scheme Document.
(BG Group Press Release)