Shell PLC — Major Shareholding Notification 2020

Feb 24, 2020

6-K 1 f6k_022420.htm FORM 6-K

Form 6-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

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REPORT OF FOREIGN ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934

February 2020

Commission File Number: 1-32575

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Royal Dutch Shell plc (Exact name of registrant as specified in its charter)

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30, Carel van Bylandtlaan, 2596 HR The Hague The Netherlands (Address of principal executive office)

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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-

Notification of Major Shareholdings

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 : | | 20 February 2020 | | | | 6. Date on which issuer notified (DD/MM/YYYY): | | 21 February 2020 | | | | 7. Total positions of person(s) subject to the notification obligation | | | | | | | % of voting rights attached to shares (total of 8. A) | % of voting rights through financial instruments (total of 8.B 1 + 8.B 2) | Total of both in % (8.A + 8.B) | Total number of voting rights of issuer vii | | Resulting situation on the date on which threshold was crossed or reached | 4.9825% | 0.0089% | 4.9914% | 7,846,342,663 | | Position of previous notification (if applicable) | 5.0017% | 0.0000% | 5.0017% | |

| 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)	Number of voting rights ix		% of
voting rights
	Direct (Art
9 of Directive 2004/109/EC) (DTR5.1)	Indirect (Art
10 of Directive 2004/109/EC) (DTR5.2.1)	Direct (Art
9 of Directive 2004/109/EC) (DTR5.1)		Indirect (Art
10 of Directive 2004/109/EC) (DTR5.2.1)
A
Ordinary GB00B03MLX29		31,948,156			0.4072%
A
ADR US7802592060		10,533,846			0.1343%
B
Ordinary GB00B03MM408		166,464,737			2.1216%
B
ADR US7802591070		182,696,738			2.3284%
SUBTOTAL

1. A | 391,643,477 | | 4.9914% | | | | B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a)) | | | | | | | Type of financial instrument | Expiration date x | Exercise/ Conversion Period xi | Number of voting rights that may be acquired if the instrument is exercised/converted. | | % of voting rights | | N/A | | | | | | | | | SUBTOTAL
2. 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 | Expiration date x | Exercise/ Conversion Period xi | Physical or cash settlement xii | Number of voting rights | % of voting rights | | 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:
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Capital Bank & Trust Company 2
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Capital International, Inc. 1
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Capital International Limited 1
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Capital International Sàrl 1
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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 | 21 February 2020 (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)
Date: February 24, 2020	/s/ Anthony Clarke
	Anthony Clarke
	Deputy Company Secretary