Royal Dutch Shell plc ("Shell") has announced the sale of a total of approximately 156.5 million shares in Woodside Petroleum Limited ("Woodside") representing a total estimated value to Shell of around US$5.0 billion on an after tax basis.
The sale, which represents 19.0% of Woodside's issued share capital, is through an underwritten sell-down to equity market investors and a selective share buy-back by Woodside.
"This announcement is part of our drive to improve Shell's capital efficiency and to focus our Australia growth in directly owned assets", said Shell Chief Executive Officer Ben van Beurden. "It doesn't change our view of Australia as an important player on the global energy stage, or Shell's central role in the country's energy industry."
Shell Australia's Country Chair, Andrew Smith, added, "Woodside is an important strategic partner for us, through our investments in established projects such as the North West Shelf and growth opportunities such as Browse.
We are pleased we have been able to work with Woodside to find a solution that allows us both to meet our strategic objectives. We continue to see Australia as an important place for us to invest and grow our business."
Shell's subsidiary, Shell Energy Holding Australia Limited ("SEHAL") has mandated two investment banks to sell 78.27 million shares in Woodside, through an underwritten sell-down at a price of A$41.35 per share.
This part of the sale represents around 9.5% of the issued capital in Woodside, with the shares to be sold to a range of equity market investors. The sell-down is expected to complete on 18 June 2014.
Under an agreement with SEHAL, Woodside will also buy-back 78.27 million of its shares from SEHAL at a price of US$34.24 per share.
The buy-back price per share has been split into a dividend component of US$26.29 per share and a capital component of US$7.95 per share, as agreed with the Australian Taxation Office (ATO) in a private ruling. SEHAL will receive franking (tax paid) credits on the dividend component with the effect that no further tax is payable by SEHAL on the dividend component.
Completion of the buy-back will be subject to limited conditions, including consent under a number of Woodside's facility agreements, an independent expert opinion and Woodside shareholder approval. Completion of the buy-back is expected in early August 2014.
After the buy-back and the sell-down have been completed, including cancellation of the buy-back shares by Woodside, SEHAL's shareholding in Woodside will reduce to below 5%. As part of this transaction, SEHAL has committed to retain its remaining shares in Woodside for 90 days from completion of the sell-down, with limited exceptions.
Shell's world-wide LNG equity liquefaction capacity is 26.1 mtpa (million tonnes per annum), with interests in eleven LNG plants. The announced transaction will reduce Shell's equity liquefaction capacity to 25.5 mtpa after the sell-down and to 24.9 mtpa after completion of the share buy-back.
Australia is set to underpin Shell's next tranche of LNG growth, with the Gorgon LNG project (~15 mtpa), where Shell has a 25% interest and the Shell-operated Prelude Floating LNG project (3.6 mtpa LNG + 1.7 mtpa NGLs), in which Shell holds a 67.5% interest.
Shell has further options for the next generation of LNG growth, in Australia, North America and Indonesia.
Shell also continues with an active and successful exploration campaign adding to further options for future development.
