FORM 6-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16
of the Securities Exchange Act of 1934
For the month of December 2005
Commission File Number: 1-3788 | | |
N.V. Koninklijke Nederlandsche
Petroleum Maatschappij | | |
(Exact name of registrant as specified in its charter) | | |
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Royal Dutch Petroleum Company | | |
(Translation of registrar's name into English) | | |
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The Netherlands | | |
(Jurisdiction of incorporation or organisation) | | |
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30, Carel van Bylandtlaan, 2596 HR The Hague
The Netherlands | | |
Tel No: (011 31 70) 377 9111 | | |
(Address of principal executive officers) | | |
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Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F: | | |
Form 20-F [X] Form 40-F _______ | | |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ...... | | |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ...... | | |
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. | | |
Yes _______ No [X] | | |
If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _______ | | |
N.V. Koninklijke Nederlandsche Petroleum Maatschappij
Royal Dutch Petroleum Company
Press release
Royal Dutch shareholders approve the resolutions on restructuring
The board of Royal Dutch is pleased to announce that the Royal Dutch shareholders at the Royal Dutch Extraordinary General Meeting of shareholders held today almost unanimously voted in favour of all agenda items concerning the proposed restructuring including the merger of the Company with a subsidiary, Shell Petroleum N.V. (‘SPNV’).
Timetable
As previously announced the enterprise chamber (“Ondernemingskamer”) of the Court of Appeals in Amsterdam, due to the settlement which was suggested by plaintiffs and accepted by the Company, will express a view in 2006 on the fairness of the cash merger consideration to be received by the minority shareholders of the Company. This has no effect on
the timetable of the restructuring. The restructuring, of which the merger forms part, will now go ahead as previously announced.
It is expected that the restructuring will be completed on or about 21 December 2005. In the merger of Royal Dutch into SPNV, the remaining minority shareholders in Royal Dutch who have not elected to receive loan notes will be paid €52.21 per Royal Dutch share held.
This will be paid to Hague registered or bearer shareholders in euro. Payments to holders of
New York Registered Shares will be made in U.S. dollars based on the exchange rate on the business day prior to the effective date of the merger. Payment will be made as soon as possible after the merger is completed (which is expected to be 21 December 2005).
The Hague, December 16, 2005
This announcement contains forward-looking statements that are subject to risk factors. It is believed that the expectations reflected in these statements are reasonable, but they may be affected by a variety of variables which could cause actual results or trends to differ materially, including, but not limited to: the failure of the Board of Royal Dutch to approve the restructuring; the failure to obtain any necessary consents and approvals in necessary in order to consummate the restructuring; the costs related to the restructuring; the failure of the restructuring to achieve the expected benefits; and other factors affecting the Shell Group's businesses generally, including, but not limited to, price fluctuations in crude oil and natural gas, changes in demand for the Shell Group’s products, currency fluct uations, drilling and production results, reserve estimates, loss of market, industry competition, environmental risks, physical risks, risks associated with the identification of suitable potential acquisition properties and targets and successful negotiation and consummation of such transactions, the risk of doing business in developing countries and countries subject to international sanctions, legislative, fiscal and regulatory developments including potential litigation and regulatory effects arising from recategorisation of reserves, economic and financial market conditions in various countries and regions, political risks, project delay or advancement, approvals and cost estimates. Each forward-looking statement speaks only as of the date of the particular statement. Please refer to the Annual Report on Form 20-F/A of Royal Dutch and Shell Transport for the year ending December 31, 2004 for a description of certain important factors, risks and uncertainties that may affect the businesses of the Shell Group.
SIGNATURES
Pursuant to the requirements of the Securities Exchange act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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ROYAL DUTCH PETROLEUM COMPANY
(Registrant)
/s/ J. van der Veer
Name: J. van der Veer
Title: President/Managing Director
/s/ M.C.M. Brandjes
Name: M.C.M. Brandjes
Title: Company Secretary | | |
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Date: 16 December 2005
