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			 The share disposal brings the Anglo-Dutch oil major closer to its 
			goal of shedding $15 billion of assets as part of a drive to cut 
			spending and streamline operations following a profit warning in 
			late 2013. 
 The selldown, which reduces Shell's holding to 4.5 percent from 23.1 
			percent, removes uncertainty that has weighed on Woodside's share 
			price since Shell sold a third of its stake in 2010 and flagged it 
			was not a long-term holder.
 
 As part of the deal, Woodside will buy back and cancel half the 
			shares that Shell is selling, which Australia's top petroleum 
			producer said would effectively boost its earnings per share by 6 
			percent.
 
 "It's probably good. It removes the overhang and gets rid of a lazy 
			balance sheet and they can get on with life," Pengana Capital 
			portfolio manager Tim Schroeders said.
 
 The reduction in Shell's stake marks a milestone in a long retreat 
			from a company that it had tried to take over in 2001. That deal was 
			ultimately blocked by the Australian government after Woodside 
			argued that Shell may focus on offshore developments at the expense 
			of Australian projects.
 
            
			 
			The sale, which came the week Woodside's stock hit a three-year 
			high, had been expected this year after Shell Chief Executive Ben 
			van Beurden took the helm in January, outlining plans to sell $15 
			billion of assets in 2014-15.
 So far, Shell has sold or put on the block around $12 billion of 
			assets in Australia, Europe, Nigeria and North America.
 
 Like other oil majors, Shell is under pressure from investors to cut 
			soaring costs and increase profit distribution via dividends and 
			share buy-backs. Some investors have predicted the asset sales 
			target will rise as it looks unambitious compared to BP's <BP.L> 
			asset sales of around $50 billion.
 
 Shell said it would focus efforts in Australia on its 25 percent 
			stake in the massive Gorgon liquefied natural gas project and its 
			Prelude floating LNG project, and had options for further LNG growth 
			in Australia, Indonesia and North America.
 
 "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," van Beurden said in a statement.
 
 WOODSIDE CONCERNS
 
 Under the deal, Woodside will spend A$2.86 billion ($2.69 billion) 
			to buy back 78.3 million of its shares from Shell for A$36.49 a 
			share, which it was able to fund easily after pulling out of a 
			planned investment in Israel's Leviathan gas project.
 
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			Shell will also sell a further 78.3 million shares to institutional 
			investors for A$3.24 billion, or A$41.35 a share, a 3.5 percent 
			discount to Woodside's last traded share price.
 Woodside's shares were on a trading halt on Tuesday, pending the 
			completion of the share sale to institutions.
 
			Goldman Sachs and Citi won the coveted role of running the sale. 
			Woodside was advised by Gresham Partners.
 While welcoming Shell's selldown, investors remained concerned about 
			Woodside's lack of near-term growth options, as the company is about 
			a year away from signing off on any new LNG projects, and potential 
			acquisitions are seen as too expensive.
 
 "On balance it's a pretty good deal, but it doesn't create value or 
			change the value of the company longer-term," said an analyst, who 
			declined to be identified as he is not authorized to speak to the 
			media.
 
 Woodside CEO Peter Coleman said the company was continuing to look 
			for ways to expand its exploration work while also evaluating 
			potential acquisitions, and would have a strong enough balance sheet 
			to pursue growth even after the buyback.
 
 "This doesn't in any way affect our capacity to pursue any of those 
			or complete a transaction if one was attractive," he told analysts 
			and reporters on a conference call.
 
 (Reporting by Sonali Paul; Additional reporting by Byron Kaye in 
			Sydney and Ron Bousso and Dmitry Zhdannikov in London; Editing by 
			Paul Tait, Edwina Gibbs and Dale Hudson)
 
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