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As filed with the U.S. Securities and Exchange Commission on May 18, 2005
Registration No. 333-[ ]
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-6
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
For Depositary Shares Evidenced by American Depositary Receipts
ROYAL DUTCH SHELL plc
(Exact name of issuer of deposited securities as specified in its charter)
N/A
(Translation of issuer's name into English)
England and Wales
(Jurisdiction of incorporation or organization of issuer)
JPMORGAN CHASE BANK, N.A.
(Exact name of depositary as specified in its charter)
4 New York Plaza, New York, NY 10004
Telephone (212) 623-0636
(Address, including zip code, and telephone number, including area code, of depositary's principal executive offices)
CT Corporation System
111 Eighth Ave., 13th Floor
New York, NY 10019
(212)894-8400
(Address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Scott A. Ziegler, Esq.
Ziegler, Ziegler & Associates LLP
570 Lexington Avenue, 44th Floor
New York, New York 10022
(212) 319-7600
It is proposed that this filing become effective under Rule 466
o immediately upon filing
o on (Date) at (Time)
If a separate registration statement has been filed to register the deposited shares, check the following box. ý
CALCULATION OF REGISTRATION FEE
Title of each class of Securities to be registered | Amount to be registered | Proposed maximum aggregate price per unit(1) | Proposed maximum aggregate offering price(2) | Amount of registration fee | ||||
---|---|---|---|---|---|---|---|---|
American Depositary Shares evidenced by American Depositary Receipts, each American Depositary Share representing two ordinary shares of Royal Dutch Shell plc | 2,000,000,000 American Depositary Shares | $0.05 | $100,000,000 | $11,770 | ||||
- (1)
- Each unit represents one American Depositary Share.
- (2)
- Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(k), such estimate is computed on the basis of the maximum aggregate fees or charges to be imposed in connection with the issuance of American Depositary Receipts evidencing American Depositary Shares.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.
PART I
INFORMATION REQUIRED IN PROSPECTUS
The Prospectus consists of the proposed form of American Depositary Receipt ("ADR" or "American Depositary Receipt") included as Exhibit A to the Deposit Agreement filed as Exhibit (a) to this Registration Statement, which is incorporated herein by reference.
CROSS REFERENCE SHEET
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||||
---|---|---|---|---|---|---|
(1) | Name and address of Depositary | Introductory Article | ||||
(2) | Title of American Depositary Receipts and identity of deposited securities | Face of American Depositary Receipt, top center | ||||
Terms of Deposit: | ||||||
(i) | Amount of deposited securities represented by one unit of American Depositary Shares | Face of American Depositary Receipt, upper right corner | ||||
(ii) | Procedure for voting, if any, the deposited securities | Articles (15), (16) and (18) | ||||
(iii) | Collection and distribution of dividends | Articles (4), (12), (14), (15) and (18) | ||||
(iv) | Procedures for transmission of notices, reports and proxy soliciting material | Articles (11), (15), (16) and (18) | ||||
(v) | Sale or exercise of rights | Article (13), (14), (15) and (18) | ||||
(vi) | Deposit or sale of securities resulting from dividends, splits or plans of reorganization | Articles (12), (15), (17) and (18) | ||||
(vii) | Amendment, extension or termination of the Deposit Agreement | Articles (20) and (21) | ||||
(viii) | Rights of holders of ADRs to inspect the transfer books of the Depositary and the list of Holders of receipts | Article (11) | ||||
(ix) | Restrictions on the right to deposit or withdraw the underlying securities | Articles (2), (3), (4), (5), (6), (8) and (22) | ||||
(x) | Limitation upon the liability of the Depositary | Article (13), (14), (18), (19) and (21) | ||||
(3) | Fees and Charges | Article (7) and (8) |
Item 2. AVAILABLE INFORMATION
Item Number and Caption | Location in Form of American Depositary Receipt Filed Herewith as Prospectus | |||
---|---|---|---|---|
(b) | Statement that Royal Dutch Shell plc is subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, and, accordingly, files certain reports with the Commission, and that such reports can be inspected by holders of American Depositary Receipts and copied at public reference facilities maintained by the Commission in Washington, D.C. | Article (11) |
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. EXHIBITS
- (a)
- Form of Deposit Agreement. Form of Deposit Agreement dated as of May [ ], 2005 among Royal Dutch Shell plc, JPMorgan Chase Bank, N.A., as depositary (the "Depositary"), and all holders from time to time of ADRs issued thereunder (the "Deposit Agreement"), including the Form of American Depositary Receipt, is filed herewith as Exhibit (a).
- (b)
- Any other agreement to which the Depositary is a party relating to the issuance of the American Depositary Shares registered hereunder or the custody of the deposited securities represented thereby. Not Applicable.
- (c)
- Every material contract relating to the deposited securities between the Depositary and the issuer of the deposited securities in effect at any time within the last three years. Not Applicable.
- (d)
- Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities being registered. Filed herewith as Exhibit (d).
- (e)
- Certification under Rule 466. Not applicable.
- (f)
- Power of Attorney. Included as part of the signature pages hereto.
Item 4. UNDERTAKINGS
- (a)
- The Depositary hereby undertakes to make available at the principal office of the Depositary in the United States, for inspection by holders of the American Depositary Receipts, any reports and communications received from the issuer of the deposited securities which are both (1) received by the Depositary as the holder of the deposited securities, and (2) made generally available to the holders of the underlying securities by the issuer.
- (b)
- If the amounts of fees charged are not disclosed in the prospectus, the Depositary undertakes to prepare a separate document stating the amount of any fee charged and describing the service for which it is charged and to deliver promptly a copy of such fee schedule without charge to anyone upon request. The Depositary undertakes to notify each registered holder of an American Depositary Receipt thirty days before any change in the fee schedule.
Pursuant to the requirements of the Securities Act of 1933, as amended, JPMorgan Chase Bank, N.A., on behalf of the legal entity created by the Deposit Agreement, certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, State of New York, on May 18, 2005.
Legal entity created by the form of Deposit Agreement for the issuance of ADRs evidencing American Depositary Shares | |||
By: | JPMORGAN CHASE BANK, N.A., as Depositary | ||
By: | /s/ JOSEPH M. LEINHAUSER Name: Joseph M. Leinhauser Title: Vice President |
Pursuant to the requirements of the Securities Act of 1933, Royal Dutch Shell plc certifies that it has reasonable grounds to believe that all the requirements for filing on Form F-6 are met and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in London on 18 May, 2005.
Royal Dutch Shell plc | |||
By: | /s/ PETER VOSER Name: Peter Voser Title: Chief Financial Officer |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each individual whose signature appears below constitutes and appoints Peter Voser and Rob Routs, and each of them severally, his or her true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including pre-effective and post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she may or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Signature | Title | Date | ||
---|---|---|---|---|
/s/ AAD JACOBS Aad Jacobs | Chairman of the Board of Directors | May 18, 2005 | ||
/s/ KERR OF KINLOCHARD Kerr of Kinlochard | Deputy Chairman of the Board | May 18, 2005 | ||
/s/ JEROEN VAN DER VEER Jeroen van der Veer | Chief Executive | May 18, 2005 | ||
/s/ PETER VOSER Peter Voser | Chief Financial Officer (Principal Financial Officer; Principal Accounting Officer) | May 18, 2005 | ||
/s/ MALCOLM BRINDED Malcolm Brinded | Executive Director, Exploration and Production | May 18, 2005 | ||
/s/ LINDA COOK Linda Cook | Executive Director, Gas and Power | May 18, 2005 | ||
/s/ ROB ROUTS Rob Routs | Executive Director, Oil Products and Chemicals | May 18, 2005 | ||
/s/ MAARTEN VAN DEN BERGH Maarten van den Bergh | Director | May 18, 2005 | ||
/s/ SIR PETER BURT Sir Peter Burt | Director | May 18, 2005 | ||
/s/ MARY (NINA) HENDERSON Mary (Nina) Henderson | Director | May 18, 2005 | ||
Sir Peter Job | Director | |||
/s/ WIM KOK Wim Kok | Director | May 18, 2005 | ||
/s/ JONKHEER AARNOUT LOUDON Jonkheer Aarnout Loudon | Director | May 18, 2005 | ||
/s/ CHRISTINE MORIN-POSTEL Christine Morin-Postel | Director | May 18, 2005 | ||
/s/ LAWRENCE RICCIARDI Lawrence Ricciardi | Director | May 18, 2005 |
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933, the undersigned, the duly authorized representative in the United States of Royal Dutch Shell plc, has signed this Registration Statement or amendment thereto in Newark, Delaware on 18 May, 2005.
PUGLISI & ASSOCIATES | |||
By: | /s/ GREGORY F. LAVELLE Name: Gregory F. Lavelle Title: Managing Director |
Exhibit Number | | Sequentially Numbered Page | ||
---|---|---|---|---|
(a) | Form of Deposit Agreement. | |||
(d) | Opinion of Ziegler, Ziegler & Associates LLP, counsel to the Depositary, as to the legality of the securities to be registered. |
PART I INFORMATION REQUIRED IN PROSPECTUS
PART II INFORMATION NOT REQUIRED IN PROSPECTUS
SIGNATURE
SIGNATURES
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
INDEX TO EXHIBITS