Shell PLC — Major Shareholding Notification 2019

Jul 10, 2019

6-K 1 d773941d6k.htm 6-K 6-K

FORM 6-K

SECURITIES AND EXCHANGE COMMISSION

Washington D.C. 20549

REPORT OF FOREIGN ISSUER

Pursuant to Rule 13a-16 or 15d-16

under the Securities Exchange Act of 1934

For the month of July 2019

Commission File Number 1-32575

Royal Dutch Shell plc

(Exact name of registrant as specified in its charter)

30, Carel van Bylandtlaan, 2596 HR The Hague

The Netherlands

(Address of principal executive offices)

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 ☒ 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 ☒

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _______

The following is the text of an announcement released to the London Stock Exchange by Royal Dutch Shell plc on July 9, 2019

TR-1: Standard form for notification of major holdings

NOTIFICATION OF MAJOR HOLDINGS

1a. Identity of the issuer or the underlying issuer of existing shares to which voting rights are attached ii :	Royal Dutch Shell plc
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights	X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify) iii :
3. Details of person subject to the notification obligation iv
Name	The Capital Group Companies, Inc (“CGC”)
City and country of registered office (if applicable)	Los Angeles, CA 90071, USA
4. Full name of shareholder(s) (if different from 3.) v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or reached vi :	5 July 2019
6. Date on which issuer notified (DD/MM/YYYY):	8 July 2019
7. Total positions of person(s) subject to the notification obligation

Resulting situation on the date on which threshold was crossed or reached	4.9875	0.0000 %	4.9875 %
Position of previous notification (if applicable)	5.0087 %	0.0000 %	5.0087 %

| 8. Notified details of the resulting situation on the date on which the threshold

was crossed or reached viii
A: Voting rights attached to shares

Class/type of shares ISIN code (if possible) — Direct (Art 9 of Directive 2004/109/EC) (DTR5.1)	Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)	Indirect (Art 10 of Directive 2004/109/EC) (DTR5.2.1)
A Ordinary GB00B03MLX29	52,433,535	0.6498 %
A ADR US7802592060	12,420,522	0.1539 %
B Ordinary GB00B03MM408	176,144,584	2.1829 %
B ADR US7802591070	161,449,898	2.008 %
SUBTOTAL 8. A	402,448,539	4.9875 %

B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))

Type of financial instrument
N/A
SUBTOTAL 8. B 1

| B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive 2004/109/EC

(DTR5.3.1.1 (b)) — Type of financial instrument	Physical or cash settlement xii
N/A
	SUBTOTAL 8.B.2

9. Information in relation to the person subject to the notification obligation (please mark the applicable box with an “X”)
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii
Full chain of controlled undertakings through which the voting rights and/or the financial instruments are effectively held starting with the ultimate controlling natural person or legal entity xiv (please add additional rows as necessary)			X
Name xv	% of voting rights if it equals or is higher than the
notifiable threshold	% of voting rights through financial instruments if
it equals or is higher than the notifiable threshold	Total of both if it equals or is higher than the notifiable threshold
The Capital Group Companies, Inc.
Holdings by CG Management companies are set out below:
- Capital Bank & Trust
Company 2
- Capital International, Inc. 1
- Capital International Limited 1
- Capital International Sàrl 1
- Capital Research and Management
Company 2

1 Indirect subsidiaries of Capital Research and Management Company.

2 Subsidiary of The Capital Group Companies, Inc.

10. In case of proxy voting, please identify:
Name of the proxy holder
The number and % of voting rights held
The date until which the voting rights will be held

11. Additional information xvi

The Capital Group Companies, Inc. (“CGC”) is the parent company of Capital Research and Management Company (“CRMC”) and Capital Bank & Trust Company (“CB&T”). CRMC is a U.S.-based investment management company that serves as investment manager to the American Funds family of mutual funds, other pooled investment vehicles, as well as individual and institutional clients. CRMC and its investment manager affiliates manage equity assets for various investment companies through three divisions, Capital Research Global Investors, Capital International Investors and Capital World Investors. CRMC is the parent company of Capital Group International, Inc. (“CGII”), which in turn is the parent company of four investment management companies (“CGII management companies”): Capital International, Inc., Capital International Limited, Capital International Sàrl and Capital International K.K. CGII management companies and CB&T primarily serve as investment managers to institutional and high net worth clients. CB&T is a U.S.-based investment management company that is a registered investment adviser and an affiliated federally chartered bank.

Neither CGC nor any of its affiliates own shares of your company for its own account. Rather, the shares reported on this Notification are owned by accounts under the discretionary investment management of one or more of the investment management companies described above.

Place of completion	Los Angeles, CA, USA
Date of completion	8 July 2019 (Capital Group)

Anthony Clarke

Deputy Company Secretary

Royal Dutch Shell plc

020 7934 2584

LEI Number: 21380068P1DRHMJ8KU70

Major Shareholding Notifications

This Report on Form 6-K is incorporated by reference into:

a) the Registration Statement on Form F-3 of Royal Dutch Shell plc and Shell International Finance B.V. (Registration Numbers 333-222005 and 333-222005-01); and

b) the Registration Statements on Forms S-8 of Royal Dutch Shell plc (Registration Numbers 333-126715, 333-141397, 333-171206, 333-192821, 333-200953, 333-215273, 333-222813 and 333-228137).

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.

Royal Dutch Shell plc (Registrant)
By:	A Clarke
	Name: A Clarke
	Title: Deputy Company Secretary
	Date: July 10, 2019