21 Aug 2015 07:19
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, 21 August 2015
For immediate release
Emirates National Oil Company Ltd. (ENOC) L.L.C. ("ENOC")
Recommended cash offer for the shares in Dragon Oil plc ("Dragon Oil") not already owned by ENOC
Offer Update and Closing Date
Valid Acceptances of 41.9 per cent.
Launch of compulsory acquisition procedure
On 1 July 2015, the document containing (among other things) the full terms of and conditions to the Offer and the procedures for acceptance (the "Offer Document") was posted by ENOC to Dragon Oil Shareholders together with the Form of Acceptance. On 2 August 2015, ENOC announced that the Offer had been increased to 800 pence in cash for each Dragon Oil Share, and had become unconditional in all respects (the "Increased Offer Announcement"). Capitalised terms used but not otherwise defined in this announcement have the meanings set out in the Offer Document and the Increased Offer Announcement.
On 7 August 2015 Dragon Oil announced that the process for delisting Dragon Oil Shares from the Irish Stock Exchange and London Stock exchange had 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 will be 4 September 2015.
As at 3.00 p.m. (Dublin time) on 20 August 2015, ENOC had received acceptances of the Offer valid in all respects relating to 207,023,926 Dragon Oil Shares representing 41.9 per cent. of the current issued share capital of Dragon Oil and 90.1 per cent. of Dragon Oil Shares to which the Offer relates. As a result, ENOC has received sufficient acceptances of the Offer to compulsorily acquire any Dragon Oil Shares in respect of which the Offer has not been accepted (the "Compulsory Acquisition Process").
The Offer will remain open for acceptance until 3:00 p.m. (Irish time) on 14 September 2015 and will close on that date (the "Closing Date").
Following the Closing Date, ENOC will commence the Compulsory Acquisition Process under the relevant provisions of Part 5 of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006.
Action to be taken
Dragon Oil Shareholders who have not yet accepted the Offer are urged to do so as soon as possible and, in any event, prior to the Closing Date. If a Dragon Oil Shareholder accepts the Offer prior to the Closing Date, settlement of the consideration to which that Dragon Oil Shareholder is entitled will be effected within 14 days of receipt of their acceptance of the Offer, complete in all respects.
Dragon Oil Shareholders who do not accept the Offer will have their Dragon Oil Shares compulsorily acquired, but will have to wait for the Compulsory Acquisition Process to conclude before receiving the consideration for their Dragon Oil Shares.
The procedure for acceptance of the Offer is set out in paragraph 10 (Procedure for acceptance of the Offer) of Part II of the Offer Document and in the Form of Acceptance.
All Dragon Oil Shareholders are reminded that, whether they hold their Dragon Oil Shares in certificated form (i.e. not in CREST) or in uncertificated form (i.e. CREST), they must return a completed Form of Acceptance to Capita Asset Services, Shareholder solutions, P.O. Box 7117, Dublin 2, Ireland in order to validly accept the Offer.
Further information
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.
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) 20 3772 2500 |
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 ENOC accept responsibility for the information contained in this announcement. 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.
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.