Shell (RDS-A) Makes 195p/Share Bid for Cove

The Boards of Cove and Royal Dutch Shell's (NYSE: RDS-A)(NYSE: RDS-B) 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.

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 £992.4 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 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.

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