DGO.L Regulatory News (DGO)

17 Nov 2009 07:00



17 November 2009

Not for release, publication or distribution (in whole or in part) in, into or from any Restricted Jurisdiction

Dragon Oil plc

no increase statement from enoc

Further to the announcement on 2 November 2009 regarding the recommended acquisition for cash of the entire issued and to be issued share capital of Dragon Oil plc ("Dragon Oil") not already owned by the Emirates National Oil Company Limited LLC ("ENOC") (the "Acquisition"), the Board of ENOC has confirmed to the Independent Committee of Dragon Oil that the price of 455 pence per Dragon Oil Share is final and will not be increased and that, whether or not the Acquisition is successful, ENOC remains a committed long-term majority shareholder in Dragon Oil.

In the same joint announcement by the Independent Committee of Dragon Oil and the Board of ENOC on 2 November 2009, the Independent Committee (having been so advised by Davy Corporate Finance and HSBC) stated that the terms of the proposed Acquisition by ENOC are fair and reasonable for the minority shareholders of Dragon Oil.

The Independent Committee reiterates that the cash offer of 455 pence per Dragon Oil Share will provide the minority shareholders of Dragon Oil with the opportunity to realise a cash exit at a significant premium of 34.6 per cent. to the Closing Price of 338 pence per Dragon Oil Share on 3 June 2009, the last Trading Day prior to the announcement by Dragon Oil that it had received an approach in relation to a possible offer, and reiterates that the terms of the proposed acquisition are fair and reasonable for the minority shareholders of Dragon Oil.

The Independent Committee confirms that it continues to recommend unanimously that Dragon Oil Shareholders vote in favour of the Acquisition.

It is envisaged that the Scheme Document, containing further details of the Acquisition, will be issued to Dragon Oil shareholders later this week.

PRESS ENQUIRIES:

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 of Dragon Oil accept responsibility for the recommendation of the Acquisition and associated opinions contained in this announcement. To the best of the knowledge and belief of the members of the Independent Committee of Dragon Oil (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 recommendation and related opinions of the Independent Committee of Dragon Oil 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 for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information. 

Davy Corporate Finance, which is regulated by the Financial Regulator, is acting exclusively for the Independent Committee of Dragon Oil and no one else in connection with the Acquisition and will not be responsible to anyone other than the Independent Committee of Dragon Oil for providing the protections afforded to clients of Davy Corporate Finance or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to herein. 

HSBC, which is authorised and regulated by the Financial Services Authority, is acting exclusively for the Independent Committee of Dragon Oil and no one else in connection with the Acquisition and will not be responsible to anyone other than the Independent Committee of Dragon Oil for providing the protections afforded to clients of HSBC or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to herein

Standard Chartered, which is authorised and regulated by the Financial Services Authority, is acting for ENOC and for no one else in connection with the Acquisition and will not be responsible to anyone other than ENOC for affording the protections afforded to clients of Standard Chartered or for providing advice in relation to the Acquisition, the contents of this announcement or any matters referred to herein.

Goodbody Stockbrokers, which is regulated by the Financial Regulator, is acting exclusively for ENOC and no one else in connection with the Acquisition and will not be responsible to anyone other than ENOC for providing the protections afforded to clients of Goodbody Stockbrokers or for providing advice in relation to the Acquisition, the contents of this announcement or any transaction or arrangement referred to herein. 

In this announcement terms not otherwise defined shall have the same meaning as in the announcement made pursuant to Rule 2.5 of the Irish Takeover Rules on 2 November 2009.

This Announcement does not constitute an offer or invitation to purchase, sell, subscribe or exchange or the solicitation of an offer to purchase, sell, subscribe or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale or exchange of securities or such solicitation in any jurisdiction in which such offer, solicitation or sale or exchange would be unlawful prior to any required registration or qualification under the laws of any jurisdiction. 

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 documents relating to the Acquisition 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 documents (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 proposed transaction disclaim any responsibility or liability for the violations of any such restrictions by any person.

Any response in relation to the Acquisition should be made only on the basis of the information contained in the Scheme Document or any document by which the Acquisition is made. Dragon Oil Shareholders are advised to read carefully the formal documentation in relation to the proposed transaction once the Scheme Document has been despatched.

Any person, who has an interest of one per cent. or more of Dragon Oil Shares may have disclosure obligations under Rule 8.3 of the Irish Takeover Rules, effective from the date of the commencement of the Offer Period.