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This document is an amendment regarding the merger of Royal Dutch Petroleum Company into Shell Petroleum N.V. under Dutch law, including disclosures about the merger and its implications for shareholders.
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How to fill out schedule 13e-3
How to fill out SCHEDULE 13E-3
01
Begin by obtaining the most recent version of SCHEDULE 13E-3 from the SEC website.
02
Provide the name of the issuer and the exact title of the security.
03
Fill out the date of the transaction and the information of the person filing the schedule.
04
Include all relevant background information about the issuer and the transaction type.
05
Indicate the purpose of the transaction and the percentage of shares to be repurchased or canceled.
06
Provide financial details such as recent market prices and total shares outstanding.
07
Disclose any plans for future acquisitions or sale of securities.
08
Review the completed form for any errors or missing information.
09
Submit the form electronically through the SEC's EDGAR system.
Who needs SCHEDULE 13E-3?
01
Publicly traded companies that are repurchasing their own shares.
02
Shareholders of the company who are participating in the repurchase.
03
Investment banks and legal advisors advising on the repurchase transactions.
04
Regulatory agencies monitoring compliance with securities laws.
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People Also Ask about
What is the waiting period for 13E-3?
Note that, under Rule 13e-3(f)(1)(i), the Schedule 13E-3 disclosure must be provided to stockholders no later than 20 days before the purchase of shares, stockholder vote, or other corporate action. The rule thus imposes an effective 20-day waiting period on consummating a going private transaction.
What is a 13E-3 regulation?
SEC Schedule 13E-3 is a form that a publicly-traded company or an affiliate must file with the SEC when it "goes private." After filing Schedule 13E-3, the company's shares no longer trade on the open public marketplace, and the company is de-listed from the stock exchange.
What is a going private transaction?
What Is Going Private? The term going private refers to a transaction or series of transactions that convert a publicly traded company into a private entity. Once a company goes private, its shareholders are no longer able to trade their shares in the open market.
What is a Schedule 13E-3 transaction statement?
The Schedule 13E-3 also requires disclosure of any contracts, negotiations or transactions relating to an acquisition that have been entered into during the preceding two full fiscal years between the target company and the acquirer.
What is the 13e 3 review?
As a matter of policy, the SEC generally reviews all Rule 13e-3 transactions. The principal areas where additional disclosures are required are: (1) fairness of the transaction; and (2) reports, opinions, appraisals and negotiations. Fairness of the Transaction.
What is the 13E-3 review?
As a matter of policy, the SEC generally reviews all Rule 13e-3 transactions. The principal areas where additional disclosures are required are: (1) fairness of the transaction; and (2) reports, opinions, appraisals and negotiations. Fairness of the Transaction.
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What is SCHEDULE 13E-3?
SCHEDULE 13E-3 is a specific form that must be filed with the Securities and Exchange Commission (SEC) in the United States. It is used for reporting going-private transactions and other transactions that may affect the trading of a company's securities.
Who is required to file SCHEDULE 13E-3?
Companies that are executing a going-private transaction, where they plan to buy back shares or reduce the number of shareholders, are required to file SCHEDULE 13E-3. This includes issuers, their affiliates, and anyone involved in the transaction.
How to fill out SCHEDULE 13E-3?
To fill out SCHEDULE 13E-3, companies must provide detailed information about the transaction, including the nature of the transaction, terms of the offer, the impact on shareholders, and the company's financial condition. The form requires a variety of disclosures which must be completed carefully to comply with SEC regulations.
What is the purpose of SCHEDULE 13E-3?
The purpose of SCHEDULE 13E-3 is to provide transparency and information to shareholders and the SEC about the circumstances and implications of a going-private transaction. It helps protect investors by ensuring they have access to relevant information before making decisions.
What information must be reported on SCHEDULE 13E-3?
SCHEDULE 13E-3 must include information such as the background of the transaction, the motives behind it, its financial implications, any expert opinions, and details regarding any potential conflicts of interest. Additionally, it must detail the terms of the offer and disclose the impact on shareholders.
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