RDS: Proposed offer for Cove Energy plc

 
TIDMRDSA TIDMRDSB 
 
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR 
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A 
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION 
 
THIS ANNOUNCEMENT IS BEING MADE UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS 
AND MERGERS (THE "TAKEOVER CODE"). IT DOES NOT REPRESENT A FIRM INTENTION TO 
MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. ACCORDINGLY, THERE CAN BE NO 
CERTAINTY THAT ANY OFFER WILL ULTIMATELY BE MADE, EVEN IF THE PRE-CONDITION IS 
SATISFIED OR WAIVED. 
 
FOR IMMEDIATE RELEASE 
 
22 February 2012 
 
                              PROPOSED CASH OFFER 
 
                                      by 
 
          Shell Exploration and Production (XL) B.V. ("Shell Bidco") 
 
        (a wholly-owned subsidiary of Royal Dutch Shell plc ("Shell")) 
 
                                      for 
 
                           Cove Energy plc ("Cove") 
 
 1. Highlights 
 
  * Proposed Offer of 195 pence in cash for each Cove share.* 
 
  * The Proposed Offer values the entire issued and to be issued share capital 
    of Cove at approximately GBP992.4 million and would represent a premium of: 
 
  * 73.3 per cent. to the closing price of 112.5 pence per Cove share as of 4 
    January 2012, the last business day prior to Cove's announcement of the 
    sale process for the company; and 
 
  * 28.5 per cent. to the average closing price of 151.75 pence per Cove share 
    over the five business days ending on 21 February 2012, the last business 
    day prior to the date of this announcement. 
 
  * The making of an announcement of a firm intention to make the Proposed 
    Offer by Shell Bidco (the "Firm Intention Announcement") is subject to, and 
    conditional upon, the receipt of written consent of the Republic of 
    Mozambique's Minister of Mineral Resources (or through one or more 
    delegated representatives) as required under Article 24.1 of the 
    Exploration and Production Concession Contract relating to Cove's 8.5 per 
    cent participating interest in the Mozambique Rovuma Offshore Area 1 Block 
    (the "Rovuma Area 1 Interest"), such consent to be in a form satisfactory 
    to Shell Bidco (the "Mozambique Consent"). 
 
  * The Board of Cove believes that the level and nature of the Proposed Offer 
    are such that it is in its shareholders' interests to progress matters with 
    Shell Bidco to the point where such an offer can be made. Accordingly, the 
    Board of Cove would expect to recommend the Proposed Offer of 195 pence in 
    cash per Cove share, if made. It has been agreed that, if the Board of Cove 
    does so recommend the Proposed Offer of 195 pence in cash per Cove share, 
    each director of Cove will provide a hard irrevocable undertaking to accept 
    the offer in respect of his own entire beneficial holdings of Cove shares 
    and those of his family members and related trusts. 
 
  * Notwithstanding this announcement, the formal sale process, including the 
    dispensations granted by the Panel on Takeovers and Mergers in connection 
    therewith (as detailed in the announcement by Cove on 5 January 2012), 
    shall continue. 
 
* Pursuant to Rule 2.5(a) of the Takeover Code, Shell Bidco reserves the right 
to reduce the level of the consideration to be paid with the recommendation of 
the Board of Cove. 
 
 2. Introduction 
 
The Boards of Cove and Shell Bidco are pleased to announce the outline terms of 
a proposed cash offer for the entire issued and to be issued share capital of 
Cove (the "Proposed Offer"). Shell Bidco is an indirect wholly-owned subsidiary 
of Shell. 
 
The announcement of this Proposed Offer follows the decision announced by Cove 
on 5 January 2012 to conduct a formal sale process for the company. Shell Bidco 
is a participant in the formal sale process and, as a result of such 
participation, Shell Bidco and Cove are near agreement on the full terms and 
conditions of a recommended cash offer by Shell Bidco for Cove. 
 
Shell Bidco is making this announcement regarding its Proposed Offer as it 
requires additional time to ascertain the timetable and process for obtaining 
the Mozambique Consent and the terms of such consent. 
 
Notwithstanding this announcement, the formal sale process, including the 
dispensations granted by the Panel on Takeovers and Mergers in connection 
therewith (as detailed in the announcement by Cove on 5 January 2012), shall 
continue. 
 
 3. The Proposed Offer 
 
The Proposed Offer is expected to be structured as a recommended cash offer 
from Shell Bidco to acquire the entire issued and to be issued share capital of 
Cove. Under the terms of the Proposed Offer, each Cove shareholder would be 
entitled to receive: 
 
for each Cove share 195 pence in cash* 
 
The Proposed Offer values the entire issued and to be issued share capital of 
Cove at approximately GBP992.4 million and would represent a premium of: 
 
  * 73.3 per cent. to the closing price of 112.5 pence per Cove share as of 4 
    January 2012, the last business day prior to Cove's announcement of the 
    sale process for the company; and 
 
  * 28.5 per cent. to the average closing price of 151.75 pence per Cove share 
    over the five business days ending on 21 February 2012, the last business 
    day prior to the date of this announcement. 
 
* Pursuant to Rule 2.5(a) of the Takeover Code, Shell Bidco reserves the right 
to reduce the level of the consideration to be paid with the recommendation of 
the Board of Cove. 
 
 4. Pre-condition to making the Proposed Offer 
 
The making of the Firm Intention Announcement is subject to, and conditional 
upon, the receipt of written consent of the Republic of Mozambique's Minister 
of Mineral Resources (or through one or more delegated representatives) as 
required under Article 24.1 of the Exploration and Production Concession 
Contract relating to the Rovuma Area 1 Interest, such consent to be in a form 
satisfactory to Shell Bidco (the "Pre-Condition"). 
 
Shell Bidco reserves the right to waive, in whole or in part, the Pre-Condition 
at any time at its sole discretion. Even if the Pre-Condition is satisfied or 
waived, Shell Bidco has no obligation to make the Firm Intention Announcement. 
 
 5. Position of Cove Directors 
 
The Board of Cove believes that the level and nature of the Proposed Offer are 
such that it is in its shareholders' interests to progress matters with Shell 
Bidco to the point where such an offer can be made. 
 
Accordingly, the Board of Cove would expect to recommend the Proposed Offer of 
195 pence in cash per Cove share, if made. It has been agreed that, if the 
Board of Cove does so recommend the Proposed Offer of 195 pence in cash per 
Cove share, each director of Cove will provide a hard irrevocable undertaking 
to accept the offer in respect of his own entire beneficial holdings of Cove 
shares and those of his family members and related trusts. 
 
Cove has agreed, for as long as the Board of Cove expects to recommend the 
Proposed Offer, to assist Shell Bidco in relation to obtaining any required 
governmental consents, including the Mozambique Consent, as soon as reasonably 
practicable after the release of this announcement. 
 
 6. Background to, and reasons for, the Proposed Offer 
 
Shell's decision to announce this Proposed Offer for Cove fits with Shell's 
strategic aim to drive forward with its investment programme, to deliver 
sustainable growth and to provide competitive returns to shareholders. 
 
East Africa is a major prospective hydrocarbon province, which has seen a 
significant increase in exploration activity in recent years. Shell already has 
interests in Tanzania, and the acquisition of Cove would mark Shell's entry 
into exciting new hydrocarbon provinces in Kenya and Mozambique, with 
significant potential for new LNG from recent gas discoveries offshore 
Mozambique, and further complementary exploration positions in East Africa. 
 
In Mozambique, the Rovuma offshore basin is a frontier exploration area that 
holds large resources of natural gas reserves, suitable for LNG projects. 
According to Cove, the play represents the potential for 30+ tcf and 6 LNG 
trains. Shell understands that bringing these resources on stream is a 
strategic priority for the Mozambican Government in order to foster further 
economic and community development in the country, and Shell is committed to 
being a partner in that process. 
 
Shell is one of the world's largest LNG producers, with one of the most diverse 
LNG portfolios and access to strategic global markets with equity sales volumes 
of 18.83 mtpa of LNG in 2011. Shell holds the largest equity share of LNG 
capacity among IOCs - currently holding some 20.5 mtpa of equity LNG capacity 
on-stream. Adding Cove's assets to Shell's portfolio would strengthen and 
further diversify Shell's existing global LNG portfolio of production and 
development projects. 
 
Furthermore, Shell has set industry records for LNG plant construction times 
and operational start-ups, safely delivering projects from concept to first 
production for/with its partners. In joint ventures with partners, Shell 
currently produces LNG in Australia, Brunei, Malaysia, Nigeria, Oman, Russia 
and Qatar, with excellent production reliability performance achieved at all 
these plants. 
 
In addition to Shell's technical expertise, its marketing and shipping know-how 
is designed to enable the delivery of long-term added value together with 
project partners. Shell has access to the key LNG markets of Europe, Asia 
Pacific and North America. In 2011, Shell joint ventures supplied more than 30 
per cent. of global LNG volumes. 
 
Shell would also bring its extensive project finance experience across the LNG 
value chain. Shell's experience in LNG project finance extends over many 
projects, e.g.: Oman LNG, Nigeria LNG, Qatargas 4, Sakhalin. 
 
Shell management is confident that its innovative technologies, leading plant 
designs, unmatched LNG operational experience and proven commercialisation 
strategies, combined with the experience of the operator of the Mozambique 
Rovuma Offshore Area 1 Block and the joint venture partners can add significant 
value to the project. 
 
 7. Financing of the Proposed Offer 
 
Shell Bidco is expecting to finance the Proposed Offer, if made, from its 
existing resources. 
 
 8. Sources and bases 
 
(a) The value attributed to the fully diluted issued share capital of Cove is 
based on 490,995,300 Cove shares in issue and 17,917,647 Cove shares being 
subject to options under the share option schemes of Cove, in each case as at 
21 February 2012, being the last business day prior to the publication of this 
announcement. 
 
(b) The stated share prices for Cove shares have been derived from the Daily 
Official List and represent closing prices on the relevant date(s). 
 
A further announcement will be made as and when appropriate. 
 
This announcement is being made under Rule 2.4 of the Takeover Code. It does 
not represent a firm intention to make an offer under Rule 2.7 of the Takeover 
Code. Accordingly, there can be no certainty that any offer will ultimately be 
made, even if the Pre-Condition is satisfied or waived. 
 
Enquiries 
 
Shell 
 
Shell Media Relations                   [phone] 
 
                                        [phone] 
 
Shell Investor Relations 
 
Europe                                  [phone] 
 
United States                           [phone] 
 
Morgan Stanley & Co. Limited (Financial adviser to Shell Bidco) [phone] 
8000 
 
Michael O'Dwyer 
 
Ian Hart 
 
Andrew Foster - Corporate Broking 
 
Cove 
 
Michael Blaha - Executive Chairman      [phone] 
 
John Craven - CEO                       [phone] 
 
Michael Nolan -Finance Director         [phone] 
 
Standard Chartered (Financial adviser to Cove) [phone] 
 
Amer Baig 
 
Geraldine Murphy 
 
Rob Tims 
 
Hein Pieter Boers 
 
Aditya Yadav 
 
Cenkos Securities plc (Nominated adviser and broker to Cove) 
 
Jon Fitzpatrick                         [phone] 
 
Ken Fleming                             [phone] 
 
Joe Nally (Corporate Broking)           [phone] 
 
FTI Consulting (Cove Media Relations)   [phone] 
 
Billy Clegg 
 
Edward Westropp 
 
 
Morgan Stanley & Co. Limited ("Morgan Stanley") is acting as financial adviser 
to Shell Bidco and no one else in relation to the Proposed Offer and will not 
be responsible to anyone other than Shell Bidco for providing the protections 
afforded to the clients of Morgan Stanley nor for providing advice in relation 
to the Proposed Offer, the contents of this announcement or any other matter or 
arrangement referred to herein. 
 
Standard Chartered Bank ("Standard Chartered"), which is authorised and 
regulated in the United Kingdom by the Financial Services Authority, is acting 
exclusively for Cove and for no one else in connection with the Proposed Offer 
and will not be responsible to anyone other than Cove for providing the 
protections afforded to clients of Standard Chartered nor for giving advice in 
relation to the Proposed Offer or any matter or arrangement referred to in this 
announcement. 
 
Cenkos Securities plc ("Cenkos Securities"), which is authorised and regulated 
in the United Kingdom by the Financial Services Authority, is acting 
exclusively for Cove as nominated adviser and broker and is not acting for or 
advising any other person and accordingly will not be responsible to any person 
other than Cove for providing advice in relation to the contents of this 
announcement. Neither Cenkos Securities nor any of its affiliates owes or 
accepts any duty, liability or responsibility whatsoever (whether direct or 
indirect, whether in contract, in tort, under statute or otherwise) to any 
person who is not a customer of Cenkos Securities in connection with this 
announcement, any statement contained herein or otherwise. 
 
Further information 
 
This announcement is for information purposes and is not intended to, and does 
not, constitute or form part of any offer, invitation or the solicitation of an 
offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose 
of, any securities. 
 
This announcement has been prepared in accordance with English law, the 
Takeover Code and the rules applicable to companies whose shares are traded on 
the AIM market of the London Stock Exchange, and information disclosed may not 
be the same as that which would have been prepared in accordance with the laws 
of jurisdictions outside England. 
 
The release, publication or distribution of this announcement in jurisdictions 
other than the United Kingdom may be restricted by law or regulation and 
therefore persons into whose possession this announcement comes should inform 
themselves about and observe such restrictions. Any failure to comply with 
these restrictions may constitute a violation of securities laws of any such 
jurisdictions. To the fullest extent permitted by law, Shell Bidco disclaims 
any responsibility or liability for the violation of such restrictions by such 
persons. 
 
Shell Bidco reserves the right to elect with the agreement of Cove and the 
consent of the Panel (where necessary) to implement the proposed acquisition of 
the entire issued and to be issued share capital of Cove by way of a 
court-approved scheme of arrangement in accordance with Part 26 of the 
Companies Act 2006. 
 
Definitions and cautionary statement 
 
Resources: Our use of the term "resources" in this announcement includes 
quantities of oil and gas not yet classified as Securities and Exchange 
Commission of the United States ("SEC") proved oil and gas reserves or SEC 
proven mining reserves.  Resources are consistent with the Society of Petroleum 
Engineers 2P and 2C definitions. 
 
The companies in which Royal Dutch Shell plc directly and indirectly owns 
investments are separate entities. In this announcement "Shell", "Shell Group" 
and "Royal Dutch Shell" are sometimes used for convenience where references are 
made to Royal Dutch Shell plc and its subsidiaries in general. Likewise, the 
words "we", "us" and "our" are also used to refer to subsidiaries in general or 
to those who work for them. These expressions are also used where no useful 
purpose is served by identifying the particular company or companies. 
"Subsidiaries", "Shell subsidiaries" and "Shell companies" as used in this 
announcement refer to companies in which Shell either directly or indirectly 
has control, by having either a majority of the voting rights or the right to 
exercise a controlling influence. The companies in which Shell has significant 
influence but not control are referred to as "associated companies" or 
"associates" and companies in which Shell has joint control are referred to as 
"jointly controlled entities". In this announcement, associates and jointly 
controlled entities are also referred to as "equity-accounted investments". The 
term "Shell interest" is used for convenience to indicate the direct and/or 
indirect (for example, through our 24 per cent. shareholding in Woodside 
Petroleum Ltd.) ownership interest held by Shell in a venture, partnership or 
company, after exclusion of all third-party interest. 
 
This announcement contains forward-looking statements concerning the financial 
condition, results of operations and businesses of Shell and the Shell Group. 
All statements other than statements of historical fact are, or may be deemed 
to be, forward-looking statements. Forward-looking statements are statements of 
future expectations that are based on management's current expectations and 
assumptions and involve known and unknown risks and uncertainties that could 
cause actual results, performance or events to differ materially from those 
expressed or implied in these statements. Forward-looking statements include, 
among other things, statements concerning the potential exposure of Shell and 
the Shell Group to market risks and statements expressing management's 
expectations, beliefs, estimates, forecasts, projections and assumptions. These 
forward-looking statements are identified by their use of terms and phrases 
such as "anticipate", "believe", "could", "estimate", "expect", "goals", 
"intend", "may", "objectives", "outlook", "plan", "probably", "project", 
"risks", "seek", "should", "target", "will" and similar terms and phrases. 
There are a number of factors that could affect the future operations of Shell 
and the Shell Group and could cause those results to differ materially from 
those expressed in the forward-looking statements included in this 
announcement, including (without limitation): (a) price fluctuations in crude 
oil and natural gas; (b) changes in demand for Shell's products; (c) currency 
fluctuations; (d) drilling and production results; (e) reserves estimates; (f) 
loss of market share and industry competition; (g) environmental and physical 
risks; (h) risks associated with the identification of suitable potential 
acquisition properties and targets, and successful negotiation and completion 
of such transactions; (i) the risk of doing business in developing countries 
and countries subject to international sanctions; (j) legislative, fiscal and 
regulatory developments including regulatory measures addressing climate 
change; (k) economic and financial market conditions in various countries and 
regions; (l) political risks, including the risks of expropriation and 
renegotiation of the terms of contracts with governmental entities, delays or 
advancements in the approval of projects and delays in the reimbursement for 
shared costs; and (m) changes in trading conditions. All forward-looking 
statements contained in this announcement are expressly qualified in their 
entirety by the cautionary statements contained or referred to in this section. 
Readers should not place undue reliance on forward-looking statements. 
Additional factors that may affect future results are contained in Shell's 20-F 
for the year ended 31 December 2010 (available at www.shell.com/investor and 
www.sec.gov ). These factors also should be considered by the reader. Each 
forward-looking statement speaks only as of the date of this announcement, 22 
February 2012. Neither Shell nor any of its subsidiaries nor the Shell Group 
undertake any obligation to publicly update or revise any forward-looking 
statement as a result of new information, future events or other information. 
In light of these risks, results could differ materially from those stated, 
implied or inferred from the forward-looking statements contained in this 
announcement. 
 
Shell may have used certain terms, such as resources, in this announcement that 
the SEC strictly prohibits Shell from including in its filings with the SEC. 
U.S. investors are urged to consider closely the disclosure in Shell's Form 
20-F, File No 1-32575, available on the SEC website www.sec.gov. You can also 
obtain these forms from the SEC by calling 1-800-SEC-0330. 
 
This announcement, including information included or incorporated by reference 
in this announcement, may contain "forward-looking statements" concerning the 
Cove and its subsidiaries (the "Cove Group"). Generally, the words "will", 
"may", "should", "continue", "believes", "expects", "intends", "anticipates" or 
similar expressions identify forward-looking statements. The forward-looking 
statements involve risks and uncertainties that could cause actual results to 
differ materially from those suggested by them. Many of these risks and 
uncertainties relate to factors that are beyond the company's abilities to 
control or estimate precisely, such as future market conditions and the 
behaviours of other market participants, and therefore undue reliance should 
not be placed on such statements which speak only as at the date of this 
announcement. The Cove Group does not assume any obligation to, and do not 
intend to, update these forward-looking statements, except as required pursuant 
to applicable law. 
 
Nothing in this announcement is intended, or is to be construed, as a profit 
forecast or to be interpreted to mean that the earnings per Shell share or Cove 
share for the current or future financial years will necessarily match or 
exceed the historical published earnings per Shell share or Cove share (as the 
case may be). 
 
Notice to United States investors 
 
The Proposed Offer, if made, will be made for securities of a UK company and 
Cove shareholders in the United States should be aware that this announcement 
and any other documents relating to the Proposed Offer have been or will be 
prepared in accordance with the Takeover Code, the AIM Rules and UK disclosure 
requirements, format and style, all of which differ from those generally 
applicable in the United States. Cove's financial statements and all financial 
information that is included in this announcement, or that may be included in 
the formal offer documentation or any other documents relating to the Proposed 
Offer, have been or will be prepared in accordance with International Financial 
Reporting Standards and may not be comparable to the financial statements or 
other financial information of US companies. 
 
The Proposed Offer, if made, will be for the securities of a non-US company 
which does not have securities registered under Section 12 of the US Securities 
Exchange Act of 1934, as amended (the "US Securities Exchange Act"). The 
Proposed Offer, if made, will be made in the United States pursuant to Section 
14(e) of, and Regulation 14E under, the US Securities Exchange Act, subject to 
the exemptions provided by Rule 14d-1 under the US Securities Exchange Act and 
otherwise in accordance with the requirements of the Takeover Code. 
Accordingly, the Proposed Offer, if made, will be subject to disclosure and 
other procedural requirements, including with respect to withdrawal rights, 
offer timetable, settlement procedures and timing of payments that are 
different from those applicable under US domestic tender offer procedures and 
laws. In the United States, the Proposed Offer, if made, will be deemed made 
solely by Shell Bidco and not by any of its financial advisers. 
 
In accordance with and to the extent permitted by the Takeover Code, normal UK 
market practice and Rule 14e-5 under the US Securities Exchange Act, Shell 
Bidco or its nominees, or its brokers (acting as agents) or their respective 
affiliates may from time to time make certain purchases of, or arrangements to 
purchase, Cove shares outside the United States, other than pursuant to the 
Proposed Offer, before or during the period in which the Proposed Offer, if 
made, remains open for acceptance. These purchases may occur either in the open 
market at prevailing prices or in private transactions at negotiated prices. 
Such purchases, or arrangements to purchase, will comply with all applicable UK 
rules, including the Takeover Code and the rules of the London Stock Exchange, 
and Rule 14e-5 under the US Securities Exchange Act to the extent applicable. 
In addition, in accordance with, and to the extent permitted by, the Takeover 
Code, normal UK market practice and Rule 14e-5 under the US Securities Exchange 
Act, Morgan Stanley and its respective affiliates will continue to act as 
exempt principal traders in Cove shares on the London Stock Exchange and engage 
in certain other purchasing activities consistent with their respective normal 
and usual practice and applicable law. Any information about such purchases 
will be disclosed on a next day basis to the Panel and will be available to all 
investors (including US investors) from any Regulatory Information Service 
including the Regulatory News Service on the London Stock Exchange website, 
www.londonstockexchange.com . 
 
It may be difficult for US holders of Cove shares to enforce their rights and 
any claim arising out of the US federal securities laws, since Shell Bidco and 
Cove are incorporated under the laws of countries other than the United States, 
and some or all of their officers and directors may be residents of countries 
other than the United States. US holders of Cove shares may not be able to sue 
a non-US company or its officers or directors in a non-US court for violations 
of the US securities laws. Further, it may be difficult to compel a non-US 
company and its affiliates to subject themselves to a US court's judgment or 
jurisdiction. 
 
Disclosure requirements of the Takeover Code 
 
Under Rule 8.3(a) of the Takeover Code, any person who is interested in 
one per cent. or more of any class of relevant securities of an offeree company 
or of any paper offeror (being any offeror other than an offeror in respect of 
which it has been announced that its offer is, or is likely to be, solely in 
cash) must make an Opening Position Disclosure following the commencement of 
the Offer Period and, if later, following the announcement in which any paper 
offeror is first identified. An Opening Position Disclosure must contain 
details of the person's interests and short positions in, and rights to 
subscribe for, any relevant securities of each of (i) the offeree company, and 
(ii) any paper offeror(s). An Opening Position Disclosure by a person to whom 
Rule 8.3(a) applies must be made by no later than 3.30 p.m. (London time) on 
the tenth business day following the commencement of the Offer Period and, if 
appropriate, by no later than 3.30 p.m. (London time) on the tenth business day 
following the announcement in which any paper offeror is first identified. 
Relevant persons who deal in the relevant securities of the offeree company, or 
of any paper offeror prior to the deadline for making an Opening Position 
Disclosure must instead make a Dealing Disclosure. 
 
Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes, 
interested in one per cent. or more of any class of relevant securities of the 
offeree company or of any paper offeror must make a Dealing Disclosure if the 
person deals in any relevant securities of the offeree company or of any paper 
offeror. A Dealing Disclosure must contain details of the dealing concerned and 
of the person's interests and short positions in, and rights to subscribe for, 
any relevant securities of each of (i) the offeree company and (ii) any paper 
offeror, save to the extent that these details have previously been disclosed 
under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must 
be made by no later than 3.30 p.m. (London time) on the business day following 
the date of the relevant dealing. 
 
If two or more persons act together pursuant to an agreement or understanding, 
whether formal or informal, to acquire or control an interest in relevant 
securities of an offeree company or any paper offeror, they will be deemed to 
be a single person for the purpose of Rule 8.3. 
 
Opening Position Disclosures must also be made by the offeree company and by 
any offeror and Dealing Disclosures must also be made by the offeree company 
and any other offerors and by any persons acting in concert with any of them 
(see Rules 8.1, 8.2 and 8.4). 
 
Details of offeree and offeror companies in respect of whose relevant 
securities Opening Position Disclosures and Dealing Disclosures must be made 
can be found in the Disclosure Table on the Panel's website at 
www.thetakeoverpanel.org.uk , including details of the number of relevant 
securities in issue, when the Offer Period commenced and when any offeror was 
first identified. If you are in any doubt as to whether you are required to 
make an Opening Position Disclosure or a Dealing Disclosure, you should contact 
the Panel's Market Surveillance Unit on [phone]. 
 
Publication on websites 
 
A copy of this announcement will be made available free of charge, subject to 
certain restrictions relating to persons resident in certain restricted 
jurisdictions, on Shell's website at www.shell.com/home/content/investor/ and 
Cove's website at www.cove-energy.com by no later than 12 noon on 23 February 
2012. 
 
 
 
 
 
END