Royal Dutch Shell To Buy Cove Energy For GBP1.12 Billion

Shell Exploration and Production B.V., a subsidiary of Royal Dutch Shell PLC (RDSA.LN) and Cove Energy PLC (COV.LN), said Tuesday that they have reached agreement on the terms of a recommended cash offer to be made by Shell Bidco for the entire issued and to be issued share capital of Cove.

MAIN FACTS:

-Cove Shareholders who accept the offer will be entitled to receive 220 pence in cash for each Cove Share.

-The offer values the entire issued and to be issued share capital of Cove at GBP1.12 billion million.

-Cove directors intend to recommend unanimously that Cove shareholders accept the offer.

-The offer is conditional upon, amongst other things:

*The receipt of written consent of the Republic of Mozambique's Minister of Mineral Resources or through one or more delegated representatives required as a result of the indirect change of control of Cove Mozambique and the Rovuma Area 1 Interest, such consent to be in a form satisfactory to Shell Bidco and such consent, once given, not having been revoked or withdrawn or otherwise having lapsed; and

*Cove Mozambique being the owner of the entire legal and beneficial interest in the Rovuma Area 1 Interest and, following the release of this announcement, no circumstances having arisen which might reasonably be expected to result in Cove Mozambique no longer being the owner of the entire legal and beneficial interest in the Rovuma Area 1 Interest.

-Royal Dutch Shell PLC (CLA) shares closed Monday at GBP21.10, valuing the company at GBP77.99 billion.

-By Razak Musah Baba, Dow Jones Newswires; 44-20-7842-9275; [e-mail]