Clifford Chance has advised Royal Dutch Shell plc (Shell) on its sale of 156.5 million shares in Woodside Petroleum Limited, representing a total estimated value to Shell of around US$5 billion (A$5.3 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.

Shell's subsidiary, Shell Energy Holding Australia Limited (SEHAL), has mandated two investment banks to sell 78.27 million shares in Woodside, representing approximately 9.5% of the issued share capital in the company. The shares will be sold to a range of equity market investors.

In addition, under an agreement with SEHAL, Woodside will also buy back 78.27 million of its shares from SEHAL at a price of A$34.24. Completion of the buy-back is conditional upon Woodside shareholder approval, amongst other limited matters.

"We are delighted to have advised Shell on this latest transaction in the Australian market," said Clifford Chance partner Lance Sacks, who led the team advising Shell. 

Lance was assisted by counsel Amelia Horvath, associate Marcus Ap, and special counsel Jane Ann Gray (all based in Sydney) and by partner Crawford Brickley on US securities law aspects of the transaction.

As a block of this size is traded worldwide, Clifford Chance capital markets lawyers in over a dozen jurisdictions advised on the final documentation in an extremely tight time frame to ensure that the transaction did not trigger prospectus disclosure or other regulatory hurdles in their local market.  Our capital markets practice is a leading player in the US capital markets, the Euromarkets and Asia Pacific, with over 400 legal advisers worldwide.