Daily Telegraph (UK): Shell shareholders face £80m tax bill: “Oil major accused of 'unacceptable arrogance': “Shell, which has admitted paying $115m in fees, including tax advice during the restructuring, declined to comment. Sources said Shell had tried hard to make the offering fair to as many shareholders as possible.”: Saturday 25 June 2005

By Christopher Hope, Business Correspondent (Filed: 25/06/2005)

Oil major accused of 'unacceptable arrogance' • Some investors 'wait and see' • Chief says fairness was the aim

British shareholders in Royal Dutch Petroleum will have to pay nearly £80m in capital gains tax as a result of next week's restructuring of Shell into one company.

The Association of Private Client Investment Manager and Stockbrokers accused Shell of "real, unadulterated, unacceptable arrogance" for failing to ease the tax hit.

APCIMS' members estimate that 3,000 Britons own £192m-worth of Royal Dutch stock and are facing a tax bill of £77m because of Shell's plans to merge its UK and Dutch arms Shell Transport and Trading and Royal Dutch - into one business, Royal Dutch Shell.

Pamela Muirhead, 75, from Reedham, near Norwich, is facing a £25,000 tax bill on her £140,000 holding. She said: "It is unfair. This is typical of Shell. They have got their head in the clouds."

A 54-year-old London-based psychotherapist, who is facing a £14,000 tax bill on a £69,000 holding, said: "There is a lack of regard for the personal hardship that this will cause. There is an arrogance about the company that stems from the fact that they have no sense of responsibility to private investors and they can get away with it. They have accountability similar to African dictators."

Another investor, a 72-year-old widow from West London who is facing a £41,000 tax bill on a £192,000 holding, added: "Who the hell do they think they are? We are being forced into this sale. We have not been asked to do it.

"I feel that this treatment is shabby. I have shown loyalty to the company over all these years, even during the recent troubled times when it mis-stated its oil reserves."

Angela Knight, chief executive of APCIMS, said that most of the UK Royal Dutch stock was held in bearer form through nominee accounts, often because they were ex-staff or were advised to switch in the 1970s because of a dividend cap at Shell Transport.

Shell has always insisted it had no idea about how many there were. However, Ms Knight said: "They could have found out how many there were but they did not bother. Shell wants to tough it out. They are hoping that a small number will just go away, but they won't."

Shell declined to offer a loan note alternative to allow Royal Dutch holders to avoid the big tax bill by selling down their stakes over several years, she said, and did not want to make a separate offer to UK Royal Dutch holders to avoid the big tax hit.

As a result, some investors would sell their new Shell shares to pay the tax bill. She said: "Shareholders are having to sell to pay their bill. It is a double whammy. This is a classic dumping on shareholders."

If more than 5pc of Royal Dutch holders reject, Shell may be forced to execute a "squeeze out" and offer cash for the shares. Ms Knight continued: "If I was a UK-based Royal Dutch shareholder, I would wait and see rather than accepting their offer."

Shell, which has admitted paying $115m in fees, including tax advice during the restructuring, declined to comment. Sources said Shell had tried hard to make the offering fair to as many shareholders as possible.

Earlier this week, Jeroen van der Veer, Shell's chief executive, said: "We can only make this feel fair if we have the same offering to all shareholders on a pre-tax basis. It is not that we have no understanding but we do not have the tools to help them."

http://www.telegraph.co.uk/money/main.arrogance

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