7 Aug 2015 07:00
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.
Dublin & London, 7 August 2015
For immediate release
Recommended cash offer by Emirates National Oil Company Ltd. (ENOC) L.L.C. ("ENOC") for the shares in Dragon Oil plc ("Dragon Oil") not already owned by ENOC (the "Offer")
Delisting
· Delisting threshold has been met
· Delisting of Dragon Oil to take effect from 7 September 2015
Delisting
On 2 August 2015, ENOC announced a revision to the original Offer price to 800 pence in cash for each Dragon Oil Share, declared the Offer unconditional in all respects and stated that it intended to procure the delisting of Dragon Oil shortly. The document containing the full terms of, and conditions to, the original Offer was posted by ENOC to Dragon Oil Shareholders on 1 July 2015 (the "Offer Document"). Capitalised terms used but not otherwise defined in this announcement have the meanings set out in the Offer Document.
As at 3.00 p.m. (Dublin time) on 6 August 2015, ENOC had received acceptances of the Offer valid in all respects relating to 118,391,861 Dragon Oil Shares, representing (i) approximately 24.0 per cent. of the current issued share capital of Dragon Oil and (ii) approximately 51.5 per cent. of the voting rights held by the Independent Shareholders on the date of the Rule 2.5 Announcement.
Accordingly, the relevant thresholds have been met under the Listing Rules and the listing rules of the Irish Stock Exchange to effect delisting and ENOC has requested and directed Dragon Oil to commence the delisting process of Dragon Oil immediately. Pursuant to the Listing Rules and the listing rules of the Irish Stock Exchange, Dragon Oil announces that the delisting notice period has now commenced and it is anticipated that delisting will take effect from 8:00 a.m. (Dublin time) on 7 September 2015. Consequently, the last day of trading of Dragon Oil Shares on the Irish Stock Exchange and London Stock Exchange would be 4 September 2015.
The cancellation of trading of Dragon Oil Shares will significantly reduce the liquidity and marketability of any Dragon Oil Shares not acquired by ENOC.
Intended Acceptances
As at 3.00 p.m. (Dublin time) on 6 August 2015, ENOC had also received intended acceptances of the Offer relating to 47,420,042 Dragon Oil Shares, representing approximately 9.6 per cent. of the current issued share capital of Dragon Oil.
To Accept the Offer
To accept the Offer, whether or not your Dragon Oil Shares are held in certificated form or uncertificated form (i.e. CREST), you must complete and return the Form of Acceptance (that accompanied the Offer Document) in hard copy form in accordance with the instructions contained in paragraph 10 (Procedure for Acceptance of the Offer) of Part II of the Offer Document and the instructions printed on the Form of Acceptance.
Return the completed Form of Acceptance using the envelope (that accompanied the Offer Document) to Capita Asset Services, Shareholder solutions, P.O. Box 7117, Dublin 2, Ireland or by hand (during normal business hours only) to Capita Asset Services, Shareholder solutions, 2 Grand Canal Square, Dublin 2, Ireland as soon as possible by post or by hand, but in any event so as to arrive by no later than 3:00 p.m. (Dublin time) on 28 August 2015.
In addition, if you hold your Dragon Oil Shares in uncertificated form (i.e. in CREST) you should take the further action set out in paragraph 10 (Procedure for Acceptance of the Offer) of Part II of the Offer Document to transfer your Dragon Oil Shares to an escrow balance.
In all cases your acceptance must be received by no later than 3:00 p.m. (Dublin time) on 28 August 2015.
If you have any questions concerning the Offer or the acceptance process contact Capita Asset Services, Shareholder solutions helpline on telephone number 01 5530050 (or +353 1 5530050, if telephoning from outside Ireland).
For legal reasons, the helpline listed above will only be available to assist you with information contained in the Offer document and no advice on the merits of the Offer or any financial, legal or tax advice will be provided. Calls may be monitored for quality control purposes.
Further announcements will be made as appropriate.
Enquiries:
ENOC Aakash Nijhawan Norman Blake Vedant Venkatesh Aya Yassein
| +971 4 313 4700 | |
Barclays Bank PLC, acting through its Investment Bank (Financial Adviser to ENOC) Derek Shakespeare Khaled El Dabag Simon Oxley Bertie Whitehead Hugh Moran
Merrill Lynch International ("BofA Merrill Lynch") (Financial Adviser to ENOC) Ashwin Punde Geoff Iles Tony White Marc Sfeir Thomas Milner
| +44 (0) 20 7623 2323
+44 (0) 20 7628 1000 | |
Bell Pottinger (Communications Adviser to ENOC) Gavin Davis Lorna Cobbett Henry Lerwill
| +44 (0) 2037722500 | |
Dragon Oil Anna Gavrilova, Investor Relations | +44 (0) 20 7647 7804 | |
Nomura International plc (Joint Financial Adviser and Joint Corporate Broker to Dragon Oil) Andrew Forrester John Bigham Henry Phillips Nicholas Marren Wouter Leemhuis
| +44 (0) 20 7521 2000 | |
Davy (Joint Financial Adviser and Joint Corporate Broker to Dragon Oil) John Frain Brian Garrahy Paul Burke
| +353 (1) 679 6363 | |
Citigate Dewe Rogerson (PR Adviser to Dragon Oil) Martin Jackson | +44 (0) 20 7638 9571 | |
Legal Information
The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other announcements relating to the Offer are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such announcements (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violations of any such restrictions by any person.
The directors of Dragon Oil accept responsibility for the information contained in this announcement relating to Dragon Oil, the Dragon Oil Group, the directors of Dragon Oil and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Dragon Oil (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The members of the Independent Committee accept responsibility for the information in relation to the Offer contained in this announcement. To the best of the knowledge and belief of the members of the Independent Committee (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.
The Directors of ENOC accept responsibility for the information contained in this announcement other than that relating to Dragon Oil, the Dragon Oil Group, the directors of Dragon Oil and members of their immediate families, related trusts and persons connected with them and the information which is the responsibility of the Independent Committee contained herein. To the best of the knowledge and belief of the Directors of ENOC (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.
Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for ENOC and for no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than ENOC for providing the protections afforded to clients of Barclays nor for providing advice in connection with the matters set out in this announcement.
BofA Merrill Lynch, a subsidiary of Bank of America Corporation, is acting exclusively for ENOC and for no one else in connection with the Offer and will not be responsible to anyone other than ENOC for providing the protections afforded to its clients or for providing advice in relation to the Offer.
Nomura, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and Prudential Regulation Authority, is acting exclusively for the Independent Committee and no one else in connection with this announcement and will not be responsible to anyone other than the Independent Committee for providing the protections afforded to clients of Nomura nor for providing advice in connection with this announcement or any matter referred to herein.
Davy, which is authorised and regulated by the Central Bank of Ireland, is acting exclusively for the Independent Committee and no one else in connection with this announcement and will not be responsible to anyone other than the Independent Committee for providing the protections afforded to clients of Davy nor for providing advice in connection with this announcement or any matter referred to herein
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.