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Revision of Offer Price to 800 pence

3 Aug 2015 07:00

RNS Number : 8104U
Emirates National Oil Company Ltd
03 August 2015
 

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, 2 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

 

Revision of Offer Price to 800 pence for each Dragon Oil Share

 

Valid Acceptances of 15.5 per cent. and Intended Acceptances of 1.32 per cent.

 

Further Irrevocable Undertakings (in addition to the Valid Acceptances and Intended Acceptances) obtained for 13.1 per cent. of Dragon Oil Shares

 

Offer declared unconditional in all respects and is best and final

 

ENOC intends to procure delisting of Dragon Oil shortly

 

Summary

· On 1 July 2015, the document containing the full terms of, and conditions to, a recommended cash offer for the Dragon Oil Shares not already owned by ENOC (the "Original Offer"), and the procedures for acceptance of that offer (the "Offer Document") was posted by ENOC to Dragon Oil Shareholders. Capitalised terms used but not otherwise defined in this announcement have the meanings set out in the Offer Document.

· The Board of ENOC today announces a revision to the Original Offer price of 750 pence for each Dragon Oil Share (the "Increased Offer"). Under the terms of the Increased Offer, effective immediately, Dragon Oil Shareholders will be entitled to receive:

800 pence in cash for each Dragon Oil Share

· The Increased Offer values the entire issued and to be issued share capital of Dragon Oil at approximately £4 billion and the issued and to be issued share capital of Dragon Oil not already owned by ENOC at approximately £1.8 billion. ENOC has confirmed to the Independent Committee that the Increased Offer price is final and will not be increased.

· ENOC has received firm irrevocable undertakings from Baillie Gifford and Elliott Capital Advisors to accept or procure the acceptance of the Increased Offer in respect of 64,505,038 Dragon Oil Shares representing 13.1 per cent (in aggregate) of the issued share capital of Dragon Oil (the "Further Irrevocables").

· As at 1.00 p.m. (Dublin time) on 31 July 2015, ENOC had received acceptances of the Original Offer valid in all respects relating to 76,568,990 Dragon Oil Shares (the "Valid Acceptances"), representing (i) approximately 15.5 per cent of the current issued share capital of Dragon Oil and (ii) approximately 33.1 per cent of the voting rights held by the Independent Shareholders on the date of the Rule 2.5 Announcement, which ENOC may count towards the satisfaction of the acceptance condition to the Offer. ENOC also had intended acceptances of the Original Offer relating to 6,502,572 Dragon Oil Shares (the "Intended Acceptances"), representing approximately 1.32 per cent. of the current issued share capital of Dragon Oil.

· ENOC waives the acceptance condition set out in paragraph 2(a) of Appendix I of the Offer Document together with the conditions set out in paragraphs 2(b) to (i) in Appendix I of the Offer Document and declares the Offer unconditional in all respects.

· Subject to the applicable requirements being met, ENOC intends to procure the de-listing of the Dragon Oil Shares from the Irish Stock Exchange and the London Stock Exchange.

· Dragon Oil Shareholders who have already validly accepted the Original Offer need take no further action; their acceptances will be treated as acceptances of the Increased Offer.

· This announcement will be posted to all Dragon Oil Shareholders, and the Increased Offer will remain open for acceptance until 3.00 p.m. (Dublin time) on 28 August 2015 (or such later time as ENOC may determine).

· Dragon Oil Shareholders who have not already done so should complete and return a Form of Acceptance as soon as possible. Completion and return of the Form of Acceptance that accompanied the Offer Document, being the Form of Acceptance for the Original Offer will be treated by ENOC as an acceptance of the Increased Offer.

· Commenting on the revision to the Original Offer on behalf of ENOC, Saif Al Falasi, Group Chief Executive said:

"We are pleased to have the support of the required majority of Dragon Oil Shareholders for our revised offer of 800 pence; including the two largest minority shareholders - Baillie Gifford and Elliott Capital Advisors. With the level of acceptances now received, we have declared the offer unconditional in all aspects.

I would like to thank all shareholders for their ongoing willingness to engage in a dialogue with us, enabling today's outcome to be achieved.

We will begin the process of delisting Dragon Oil from both the Irish and London Stock Exchanges shortly. Any additional minority shareholders wishing to accept the offer of 800 pence can tender their shares into our offer.

We look forward to taking operational control of Dragon Oil and integrating the company into the ENOC Group, moving another step closer towards creating a fully integrated oil & gas company."

· Commenting on the revision to the Original Offer on behalf of Baillie Gifford, Richard Sneller said:

"As a shareholder in Dragon Oil for a number of years we have seen the company grow significantly. We are now pleased to support the revised offer of 800 pence which we believe represents an attractive exit price."

· Commenting on the revision to the Original Offer, Elliott Capital Advisors stated:

"We appreciate the open and constructive dialogue that we have had with ENOC. We are pleased that we are able to support the offer and encourage other shareholders to do so."

· Commenting on the revision to the Original Offer on behalf of the Independent Committee, Thor Haugnaess, Chairman of the Independent Committee said:

"The Independent Committee is pleased that ENOC has increased its offer to 800p. We recommend that all shareholders accept the Increased Offer."

· The Independent Committee, which has been so advised by Nomura and Davy Corporate Finance, considers the terms of the Increased Offer to be fair and reasonable for the minority shareholders of Dragon Oil. In providing their advice, Nomura and Davy Corporate Finance have taken into account the commercial assessments of the Independent Committee. Accordingly, the Independent Committee unanimously recommends that the minority shareholders of Dragon Oil accept the Increased Offer.

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 

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

A copy of this announcement will be available at www.dragonoiloffer.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

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.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Dragon Oil, all 'dealings' in any 'relevant securities' of Dragon Oil (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3:30 pm (Irish time) on the 'business day' following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes effective or on which the 'offer period' otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Dragon Oil, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Dragon Oil by ENOC, or by any party 'acting in concert' with either of them, must also be disclosed by no later than 12 noon (Irish time) on the 'business day' following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Panel's website at www.irishtakeoverpanel.ie.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Panel's website. If you are in any doubt as to whether you are required to disclose a dealing under Rule 8, please consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.

 

 

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, 2 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

 

Revision of Offer Price to 800 pence for each Dragon Oil Share

 

Valid Acceptances of 15.5 per cent. and Intended Acceptances of 1.32 per cent.

 

Further Irrevocable Undertakings (in addition to the Valid Acceptances and Intended Acceptances) obtained for 13.1 per cent. of Dragon Oil Shares

 

Offer declared unconditional in all respects and is best and final

 

ENOC intends to procure delisting of Dragon Oil shortly

 

1. Increased Offer

On 1 July 2015, the document containing the full terms of, and conditions to, a recommended cash offer for the Dragon Oil Shares not already owned by ENOC (the "Original Offer"), and the procedures for acceptance of that offer (the "Offer Document") was posted by ENOC to Dragon Oil Shareholders. Capitalised terms used but not otherwise defined in this announcement have the meanings set out in the Offer Document.

The Board of ENOC today announces a revision to the Original Offer price of 750 pence for each Dragon Oil Share (the "Increased Offer"). Under the terms of the Increased Offer, effective immediately, Dragon Oil Shareholders will be entitled to receive:

800 pence in cash for each Dragon Oil Share

The Increased Offer values the entire issued and to be issued share capital of Dragon Oil at approximately £4.0 billion and the issued and to be issued share capital of Dragon Oil not already owned by ENOC at approximately £1.8 billion.

The Increased Offer represents a premium of approximately:

· 57.0 per cent to the Closing Price of 509.5 pence per Dragon Oil Share on 13 March 2015 (being the business day immediately before the date of the first approach by ENOC);

· 50.2 per cent to the volume weighted average Dragon Oil Share price of 532.5 pence over the 90 day period ended 13 March 2015;

· 49.5 per cent to the Closing Price of 535.0 pence for each Dragon Oil Share on 16 March 2015 (being the last Business Day immediately before the commencement of the Offer Period); and

· 49.5 per cent to the volume weighted average Dragon Oil Share price of 535.1 pence over the 90 day period ended 16 March 2015.

ENOC has confirmed to the Independent Committee that the Increased Offer price is final and will not be increased.

2. Irrevocable Undertakings and Acceptances

As at 16 March 2015 (the day before the commencement of the Offer Period), ENOC confirms that it held 265,263,515 Dragon Oil Shares, representing approximately 53.9 per cent of the issued share capital of Dragon Oil at that date.

As at 1.00 p.m. (Dublin time) on 31 July 2015, ENOC had received acceptances of the Original Offer valid in all respects relating to 76,568,990 Dragon Oil Shares (the "Valid Acceptances"), representing (i) approximately 15.5 per cent of the current issued share capital of Dragon Oil and (ii) approximately 33.1 per cent of the voting rights held by the Independent Shareholders on the date of the Rule 2.5 Announcement, which ENOC may count towards the satisfaction of the acceptance condition to the Offer. ENOC also had intended acceptances of the Original Offer relating to 6,502,572 Dragon Oil Shares (the "Intended Acceptances"), representing approximately 1.32 per cent. of the current issued share capital of Dragon Oil.

ENOC has received firm irrevocable undertakings (the "Further Irrevocables") from:

· Baillie Gifford & Co. and its wholly owned subsidiary undertaking Baillie Gifford Overseas Limited (collectively, "Baillie Gifford") to accept or procure the acceptance of the Increased Offer in respect of 34,943,506 Dragon Oil Shares representing 7.1 per cent of the issued share capital of Dragon Oil; and

· Elliott Associates, L.P., Elliott International, L.P. and The Liverpool Limited Partnership (collectively, "Elliott Capital Advisors") to accept or procure the acceptance of the Increased Offer in respect of 100 Dragon Oil Shares and, to the extent that it is able, to direct the holders of the Dragon Oil Shares underlying its contracts for differences to accept or procure the acceptance of the Increased Offer in respect of 29,561,432 Dragon Oil Shares, in aggregate representing 6.0 per cent of the issued share capital of Dragon Oil.

The holdings and dealings of Baillie Gifford and Elliott Capital Advisors required to be disclosed by the Takeover Rules are set out in Appendix 1.

So far as ENOC is aware, none of the acceptances detailed above have been received from persons acting in concert with ENOC. In addition, as at 1.00 p.m. (Dublin time) on 31 July 2015, no persons acting in concert with ENOC had an interest in, a right to subscribe in or a short position in certain Dragon Oil relevant securities.

3. Recommendation of Independent Committee

The Independent Committee, which has been so advised by Nomura and Davy Corporate Finance, considers the terms of the Increased Offer to be fair and reasonable for the minority shareholders of Dragon Oil. In providing their advice, Nomura and Davy Corporate Finance have taken into account the commercial assessments of the Independent Committee. Accordingly, the Independent Committee unanimously recommends that the minority shareholders of Dragon Oil accept the Increased Offer.

The Independent Committee draws the attention of Dragon Oil Shareholders to paragraph 5 below, and to the steps that will be taken to, among others things, procure the de-listing of the Dragon Oil Shares.

4. Offer declared unconditional in all respects

ENOC announces that, in light of the Further Irrevocables referred to above, it is waiving the acceptance condition set out in paragraph 2(a) of Appendix I of the Offer Document together with the conditions set out in paragraphs 2(b) to (i) in Appendix I of the Offer Document and that the Offer is declared unconditional in all respects.

The Increased Offer will remain open for acceptance until 3.00 p.m. (Dublin time) on 28 August 2015 (or such later time as ENOC may determine). Dragon Oil Shareholders who have not yet accepted the Increased Offer and who wish to do so should take action to accept the Increased Offer as soon as possible. Details of the procedure for doing so are set out below. The Offer Document is also available at www.dragonoiloffer.com.

5. De-listing and cancellation of trading, compulsory acquisition and re-registration

Consistent with ENOC's intentions as described in the Offer Document, now that the Increased Offer is unconditional in all respects, ENOC intends (subject to the applicable requirements being met) to procure that Dragon Oil applies for cancellation of the listing of Dragon Oil Shares by the Irish Stock Exchange and the UK Listing Authority and the cancellation of the admission to trading of Dragon Oil Shares on the Irish Stock Exchange and London Stock Exchange's respective main markets for listed securities.

Subject to any applicable requirements of the Irish Stock Exchange, the UK Listing Authority and the London Stock Exchange, it is anticipated that the cancellation of the listing and admission to trading will take effect no earlier than 20 business days (as defined in the applicable Listing Rules) after ENOC announces that it has either (i) by virtue of acceptances of the Offer, acquired or agreed to acquire the Dragon Oil Shares that are the subject of the Required Acceptances; or (ii) issued compulsory acquisition notices under the relevant provisions of Part 5 of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006. The 20 business day period shall commence when such announcement is made. Such announcement is expected shortly.

Such a cancellation of trading of Dragon Oil Shares will significantly reduce the liquidity and marketability of any Dragon Oil Shares not acquired by ENOC.

If acceptances are received in respect of not less than 90 per cent. in nominal value of the Dragon Oil Shares Affected, ENOC intends to apply the provisions of Part 5 of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 to acquire compulsorily any remaining Dragon Oil Shares not acquired or agreed to be acquired by ENOC pursuant to the Offer or otherwise.

Following a cancellation of the listing and trading of Dragon Oil Shares on the Irish Stock Exchange and London Stock Exchange, and provided that it is permitted under the Act to do so, ENOC intends to procure that Dragon Oil is re-registered as a private company.

6. Dragon Oil Share Schemes

The Increased Offer extends to any Dragon Oil Shares which are unconditionally allotted or issued under the Dragon Oil Share Schemes before the date on which the Increased Offer closes. ENOC has confirmed that the proposals that have been made to all Dragon Oil Optionholders and Dragon Oil Awardholders will be amended to reflect the terms of the Increased Offer.

7. Financing Arrangements

The cash consideration payable by ENOC under the terms of the Increased Offer will be financed from the existing financial resources of ENOC. Full payment of the cash consideration would involve a maximum cash payment of approximately £1.9 billion. Barclays is satisfied that resources are available to ENOC sufficient to satisfy in full the cash consideration payable to Dragon Oil Shareholders under the Increased Offer.

8. Terms of the Increased Offer

The Increased Offer constitutes a revision of the Original Offer. The Panel has granted ENOC a derogation from the obligation in Rule 32.1(a) of the Irish Takeover Rules to post a revised Offer Document to Dragon Oil Shareholders, and has given ENOC permission to amend paragraphs 4.4 and 4.5 of Part B of Appendix I to the Offer Document so that references therein to a "revised offer document" or a "circular containing the opinion of the Independent Committee on the revised offer" shall be construed as references to this announcement. Accordingly, those paragraphs 4.4 and 4.5 are hereby so amended.

Save as expressly set out in this announcement, the terms of and conditions to the Offer remain unchanged and, with the exception of the increase in the Offer Price, there has been no material change to the information previously published by ENOC or Dragon Oil or on their behalf in relation to the Offer.

The Increased Offer will be governed by the laws of Ireland and will be subject to the requirements of the Irish Takeover Rules and applicable laws.

9. Acceptance of the Increased Offer

Dragon Oil Shareholders who have already validly accepted the Original Offer need take no further action; their acceptances will be treated by ENOC as acceptances of the Increased Offer.

This announcement will be posted to all Dragon Oil Shareholders, and the Increased Offer will remain open for acceptance until 3.00 p.m. (Dublin time) on 28 August 2015 (or such later time as ENOC may determine).

Dragon Oil Shareholders who have not already done so should complete and return a Form of Acceptance as soon as possible. All Dragon Oil Shareholders who have not already accepted the Offer but wish to accept the Increased Offer, whether they hold their Dragon Oil Shares in certificated (i.e. not in CREST) or uncertificated form (i.e. in CREST), should complete and return a Form of Acceptance as soon as possible. Completion and return of the Form of Acceptance that accompanied the Offer Document, being the Form of Acceptance for the Original Offer will be treated by ENOC as acceptance of the Increased Offer.

Instructions for completion of the Form of Acceptance are set out in paragraph 10 of Part II and Part C of Appendix 1 of the Offer Document, as well as in the Form of Acceptance.

If you hold your Dragon Oil Shares in certificated form (that is, not in CREST), to accept the Increased Offer, the Form of Acceptance should be completed, signed and returned in the envelope (reply-paid) that was enclosed with the Offer Document together with your share certificate(s) and/or other document(s) of title, by post to Capita Asset Services, Shareholder solutions, at P.O. Box 7117, Dublin 2, Ireland or (during normal business hours) by hand to Capita Asset Services, Shareholder solutions, 2 Grand Canal Square, Dublin 2, Ireland, as soon as possible and, in any event, so as to be received by not later than 3.00 p.m. (Irish time) on 28 August 2015.

If you hold your Dragon Oil Shares in CREST, to accept the Increased Offer, the Form of Acceptance should be completed, signed and returned in the envelope (reply-paid) enclosed with the Offer Document, by post to Capita Asset Services, Shareholder solutions, at P.O. Box 7117, Dublin 2, Ireland or (during normal business hours) by hand to Capita Asset Services, Shareholder solutions, 2 Grand Canal Square, Dublin 2, Ireland, as soon as possible and, in any event, so as to be received by not later than 3.00 p.m. (Irish time) on 28 August 2015 and you should ensure that you send (or, if you are a CREST sponsored member, procure that your CREST sponsor sends) a TTE instruction in accordance with the procedure set out in paragraph 10 (Procedure for acceptance of the Offer) of Part II of the Offer Document as soon as possible and, in any event, so that the TTE instruction settles not later than 3.00 p.m. (Irish time) on 28 August 2015.

If your Dragon Oil Shares are registered in the name of a nominee, you should contact your broker, investment dealer, bank, trust company or other nominee for assistance in respect of the Increased Offer.

If you have any questions about this document or are in any doubt as to the procedure for acceptance of the Increased Offer, please contact the Capita Asset Services, Shareholder solutions helpline on telephone number 01 5530050 (or +353 1 5530050, if telephoning from outside Ireland). The helpline cannot provide advice on the merits of the Offer or give any financial, legal or tax advice.

10. Settlement of consideration payable under the Increased Offer

Settlement of the consideration to which any Dragon Oil Shareholder is entitled under the Increased Offer, except as provided in paragraph 7 of Part B of Appendix I to the Offer Document in the case of certain Overseas Shareholders, will be effected:

(a) in the case of acceptances of received, complete in all respects, by the date of this announcement, within 14 days; or

(b) in the case of acceptances of the Increased Offer received, complete in all respects, after the date of this announcement but while the Increased Offer remains open for acceptance, within 14 days of such receipt.

All cash payments will be made in pounds sterling by a cheque drawn at a branch of an UK clearing bank.

11. Updated Information

The following table shows the Capital Closing Price of Dragon Oil Shares as derived from the Irish Stock Exchange and London Stock Exchange on the first dealing day in July 2015 and at the close of business on the latest practicable date prior to the release of this announcement. The share prices are sourced from the Daily Official Lists.

Date

Closing Price

Irish Stock Exchange (cents)

Closing Price

London Stock Exchange (pence)

1 July 2015

1032.0

732.5

31 July 2015

1034.0

733.0

 

 

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

A copy of this announcement will be available at www.dragonoiloffer.com. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

 

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.

Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Dragon Oil, all 'dealings' in any 'relevant securities' of Dragon Oil (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3:30 pm (Irish time) on the 'business day' following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes effective or on which the 'offer period' otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Dragon Oil, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Dragon Oil by ENOC, or by any party 'acting in concert' with either of them, must also be disclosed by no later than 12 noon (Irish time) on the 'business day' following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Panel's website at www.irishtakeoverpanel.ie.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Panel's website. If you are in any doubt as to whether you are required to disclose a dealing under Rule 8, please consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.

 

Appendix 1

Interests and Dealings Information

1. Interests and short positions in relevant Dragon Oil securities

As at the close of business on 31 July 2015, the latest practicable date prior to publication of this announcement, Baillie Gifford and Elliott Capital Advisors were interested in the following relevant Dragon Oil securities:

BAILLIE GIFFORD

Number of Dragon Oil sHARES

Baillie Gifford & Co.

12,322,014

Baillie Gifford Overseas Limited

22,621,492

Total

34,943,506

 

ELLIOTT CAPITAL ADVISORS

Number of Dragon Oil sHARES

Elliott International L.P.

66

The Liverpool Limited Partnership

34

Total

100

 

2. Dealings in relevant Dragon Oil Securities

2.1 During the disclosure period, there were no dealings in relevant Dragon Oil securities by Baillie Gifford, save as set out below

(1) Shareholder

(2) Transaction Type

(3) Date

(4) Quantity

(5) Price

Baillie Gifford Client

Addition

27/07/2015

81,432

7.18

Baillie Gifford Client

New Buy

21/07/2015

19,442

7.17

Baillie Gifford Client

Partial Sale

16/07/2015

5,278

7.26

Baillie Gifford Client

Addition

01/07/2015 -

02/07/2015

182,897

7.33

Baillie Gifford Client

Partial Sale

26/06/2015

24,753

7.27

Baillie Gifford Client

Addition

08/06/2015 -

09/06/2015

57,000

6.76

Baillie Gifford Client

Addition

08/06/2015 -

09/06/2015

2,111,315

6.76

Baillie Gifford Client

New Buy

08/06/2015 -

09/06/2015

842,430

6.76

Baillie Gifford Client

Addition

08/06/2015 -

09/06/2015

62,665

6.76

Baillie Gifford Client

Addition

30/04/2015

100,000

6.3

Baillie Gifford Client

Complete Sale

30/04/2015

97,186

6.3

Baillie Gifford Client

Partial Sale

28/04/2015

244,880

6.45

Baillie Gifford Client

New Buy

28/04/2015

250,000

6.45

Baillie Gifford Client

Addition

03/03/2015 -

06/03/2015

204,500

5.39

Baillie Gifford Client

New Buy

11/02/2015

125,489

5.86

Baillie Gifford Client

Partial Sale

11/02/2015

104,484

5.86

Baillie Gifford Client

Partial Sale

11/02/2015

8,154

5.86

Baillie Gifford Client

Partial Sale

11/02/2015

1,941

5.86

Baillie Gifford Client

Partial Sale

11/02/2015

10,910

5.86

Baillie Gifford Client

New Buy

10/02/2015

43,486

5.82

Baillie Gifford Client

New Buy

10/02/2015

28,971

5.82

Baillie Gifford Client

New Buy

10/02/2015

169,291

5.82

Baillie Gifford Client

Partial Sale

09/02/2015 - 10/02/2015

393,330

5.82

Baillie Gifford Client

Partial Sale

06/02/2015

65,620

5.82

Baillie Gifford Client

Partial Sale

15/01/2015

1,238

4.93

Baillie Gifford Client

Partial Sale

29/12/2014

9,149

5.25

Baillie Gifford Client

Partial Sale

08/12/2014 - 09/12/2014

102,400

4.98

Baillie Gifford Client

Partial Sale

04/11/2014

16,361

5.4

Baillie Gifford Client

Partial Sale

04/11/2014

23,688

5.4

Baillie Gifford Client

Partial Sale

29/10/2014 -

31/10/2014

87,100

5.24

Baillie Gifford Client

Partial Sale

29/10/2014 -

31/10/2014

30,900

5.24

Baillie Gifford Client

Partial Sale

24/10/2014 -

29/10/2014

588,710

5.16

Baillie Gifford Client

Addition

14/10/2014

70,089

5.23

Baillie Gifford Client

Partial Sale

07/10/2014

62,158

5.52

Baillie Gifford Client

Addition

26/09/2014

6,062

6.01

Baillie Gifford Client

New Buy

28/08/2014

64,725

6.12

Baillie Gifford Client

New Buy

28/08/2014

64,725

6.12

Baillie Gifford Client

New Buy

26/08/2014 -

28/08/2014

869,779

6.08

Baillie Gifford Client

Partial Sale

22/08/2014

6,224

5.97

Baillie Gifford Client

Partial Sale

18/08/2014

56,862

5.8

Baillie Gifford Client

Addition

01/08/2014

31,301

5.67

Baillie Gifford Client

Addition

18/07/2014

91,400

5.7

Baillie Gifford Client

Partial Sale

17/07/2014

2,209

5.73

Baillie Gifford Client

Partial Sale

08/07/2014

80,500

5.9

Baillie Gifford Client

Partial Sale

26/06/2014 -

28/08/2014

40,428

6.07

Baillie Gifford Client

Partial Sale

29/05/2014

130,800

5.95

Baillie Gifford Client

Addition

28/05/2014 -

29/05/2014

48,500

5.93

Baillie Gifford Client

Addition

21/05/2014 -

03/06/2014

544,700

5.95

Baillie Gifford Client

Partial Sale

06/05/2014

45,113

6.19

Baillie Gifford Client

Partial Sale

22/04/2014

52,900

5.96

Baillie Gifford Client

Addition

17/04/2014

4,370

6.02

Baillie Gifford Client

Addition

15/04/2014 -

16/04/2014

80,000

5.93

Baillie Gifford Client

Addition

11/04/2014

18,276

5.95

Baillie Gifford Client

Addition

04/04/2014 -

07/04/2014

278,958

5.71

Baillie Gifford Client

New Buy

21/03/2014

73,658

5.76

Baillie Gifford Client

Partial Sale

19/03/2014

15,568

5.77

Baillie Gifford Client

Partial Sale

18/03/2014

9,675

5.79

Baillie Gifford Client

Partial Sale

17/03/2014

13,216

5.77

 

2.2 During the disclosure period, there were no dealings in relevant Dragon Oil securities by Elliott Capital Advisors, save as set out below

(1) Shareholder

(2) Transaction Type

(3) Date

(4) Quantity

(5) Price

Elliott International L.P.

Acquisition of voting rights

22/05/2015

66

682p

The Liverpool Limited Partnership

Acquisition of voting rights

22/05/2015

34

682p

Elliott International L.P.

Acquisition of long CFD position

15/06/2015

294,819

725p

The Liverpool Limited Partnership

Acquisition of long CFD position

15/06/2015

151,875

725p

Elliott International L.P.

Increasing long CFD position

16/06/2015

206,805

725p

The Liverpool Limited Partnership

Increasing long CFD position

16/06/2015

106,536

725p

Elliott International L.P.

Increasing long CFD position

18/06/2015

576,228

722.4595p

Elliott Associates L.P.

Increasing long CFD position

18/06/2015

296,844

722.4595p

Elliott International L.P.

Increasing long CFD position

18/06/2015

125,400

722.5p

Elliott Associates L.P.

Increasing long CFD position

18/06/2015

64,600

722.5p

Elliott International L.P.

Increasing long CFD position

24/06/2015

62,511

722.5p

Elliott Associates L.P.

Increasing long CFD position

24/06/2015

32,202

722.5p

Elliott International L.P.

Increasing long CFD position

24/06/2015

1,716,000

722.5p

Elliott Associates L.P.

Increasing long CFD position

24/06/2015

884,000

722.5p

Elliott International L.P.

Increasing long CFD position

25/06/2015

264,000

722.5p

Elliott Associates L.P.

Increasing long CFD position

25/06/2015

136,000

722.5p

Elliott International L.P.

Increasing long CFD position

30/06/2015

660,000

726p

Elliott Associates L.P.

Increasing long CFD position

30/06/2015

340,000

726p

Elliott International L.P.

Increasing long CFD position

09/07/2015

5,214,000

727p

Elliott Associates L.P.

Increasing long CFD position

09/07/2015

2,686,000

727p

Elliott International L.P.

Increasing long CFD position

10/07/2015

381,295

726p

Elliott Associates L.P.

Increasing long CFD position

10/07/2015

196,425

726p

Elliott International L.P.

Increasing long CFD position

13/07/2015

530,473

727p

Elliott Associates L.P.

Increasing long CFD position

13/07/2015

273,274

727p

Elliott International L.P.

Increasing long CFD position

13/07/2015

660,000

727p

Elliott Associates L.P.

Increasing long CFD position

13/07/2015

340,000

727p

Elliott International L.P.

Increasing long CFD position

16/07/2015

105,600

725.75p

Elliott Associates L.P.

Increasing long CFD position

16/07/2015

54,400

725.75p

Elliott International L.P.

Increasing long CFD position

17/07/2015

3,663,000

722p

Elliott Associates L.P.

Increasing long CFD position

17/07/2015

1,887,000

722p

Elliott International L.P.

Increasing long CFD position

17/07/2015

1,122,000

720.5p

Elliott Associates L.P.

Increasing long CFD position

17/07/2015

578,000

720.5p

Elliott International L.P.

Increasing long CFD position

20/07/2015

1,485,000

719p

Elliott Associates L.P.

Increasing long CFD position

20/07/2015

765,000

719p

Elliott International L.P.

Increasing long CFD position

21/07/2015

330,000

717p

Elliott Associates L.P.

Increasing long CFD position

21/07/2015

170,000

717p

Elliott International L.P.

Increasing long CFD position

21/07/2015

330,000

717p

Elliott Associates L.P.

Increasing long CFD position

21/07/2015

170,000

717p

Elliott International L.P.

Increasing long CFD position

22/07/2015

219,221

716.376p

Elliott Associates L.P.

Increasing long CFD position

22/07/2015

112,932

716.376p

Elliott International L.P.

Increasing long CFD position

23/07/2015

66,000

717.5p

Elliott Associates L.P.

Increasing long CFD position

23/07/2015

34,000

717.5p

Elliott International L.P.

Increasing long CFD position

24/07/2015

99,000

717.5p

Elliott Associates L.P.

Increasing long CFD position

24/07/2015

51,000

717.5p

Elliott International L.P.

Increasing long CFD position

24/07/2015

250,800

717.5p

Elliott Associates L.P.

Increasing long CFD position

24/07/2015

129,200

717.5p

Elliott International L.P.

Increasing long CFD position

24/07/2015

363,000

717.5p

Elliott Associates L.P.

Increasing long CFD position

24/07/2015

187,000

717.5p

Elliott International L.P.

Increasing long CFD position

27/07/2015

102,300

717p

Elliott Associates L.P.

Increasing long CFD position

27/07/2015

52,700

717p

Elliott International L.P.

Increasing long CFD position

28/07/2015

277,200

717p

Elliott Associates L.P.

Increasing long CFD position

28/07/2015

142,800

717p

Elliott International L.P.

Increasing long CFD position

29/07/2015

405,895

717p

Elliott Associates L.P.

Increasing long CFD position

29/07/2015

209,097

717p

 

This information is provided by RNS
The company news service from the London Stock Exchange
 
END
 
 
MSCFLLFBEVFXBBV
Date   Source Headline
3rd Sep 20151:11 pmRNSDelisting and cancellation of trading
1st Sep 201512:14 pmRNSTotal Voting Rights
27th Aug 20151:04 pmRNSHolding(s) in Company
24th Aug 20154:10 pmRNSHolding(s) in Company
24th Aug 20154:06 pmRNSHolding(s) in Company
24th Aug 201511:06 amRNSShareholding Notification
21st Aug 20157:19 amRNSENOC Offer Update and Closing Date
21st Aug 20157:00 amRNSLaunch of compulsory acquisition procedure
20th Aug 20155:30 pmRNSHolding(s) in Company
20th Aug 201510:05 amRNSHolding(s) in Company
7th Aug 20157:00 amRNSDelisting Notice
7th Aug 20157:00 amRNSDelisting
7th Aug 20157:00 amRNS2015 Interim Results
5th Aug 201511:54 amRNSISE Only - Form 38.5 (a)
5th Aug 20159:00 amRNSNotice of the 2015 Interim Results
4th Aug 20156:01 pmRNSTotal Voting Rights
4th Aug 201512:03 pmRNSForm 38.5(b) Dragon Oil plc
4th Aug 201511:46 amRNSISE Only - Form 38.5(a)
4th Aug 201511:39 amRNSForm 38.5a Dragon Oil Plc
4th Aug 201511:38 amRNSForm 38.5a Dragon Oil Plc
4th Aug 201511:25 amBUSForm 38.5(b) - DRAGON OIL PLC
3rd Aug 201511:45 amRNSISE Only - Form 38.5a
3rd Aug 201511:34 amBUSForm 38.5(b) - DRAGON OIL PLC
3rd Aug 20159:44 amRNSForm 38.5(b) Dragon Oil Plc
3rd Aug 20157:00 amRNSRevision of Offer Price to 800 pence
31st Jul 20156:30 pmBUSForm 38.5(b) - DRAGON OIL PLC
31st Jul 20151:02 pmBUSForm 8.3 - Dragon Oil Plc.
31st Jul 201512:19 pmRNSForm 38.5(b) Dragon Oil plc
31st Jul 201511:50 amRNSISE Only - Dragon Oil 38.5(A)
31st Jul 20157:00 amRNSLevel of acceptances and extension of the Offer
30th Jul 201511:56 amRNSISE Only - Form 38.5 (a)
30th Jul 201511:18 amBUSFORM 38.5(b) - DRAGON OIL PLC
30th Jul 201510:53 amRNSForm 38.5(b) Dragon Oil plc
30th Jul 20159:47 amRNSForm 38.5a Dragon Oil Plc
30th Jul 20157:38 amRNSRule 2.10 Announcement
29th Jul 201512:26 pmRNSForm 38.5(b) Dragon Oil plc
29th Jul 201511:38 amRNSISE Only - Form 38.5a
29th Jul 201511:25 amBUSFORM 38.5(b) - DRAGON OIL PLC
28th Jul 201512:11 pmRNSISE Only - Form 38.5 (a)
28th Jul 201511:44 amBUSFORM 38.5(b) - DRAGON OIL PLC
28th Jul 201511:14 amRNSForm 38.5a Dragon Oil Plc
28th Jul 201510:48 amRNSForm 8.3 - Dragon Oil Plc
28th Jul 20159:17 amRNSForm 38.5(b) Dragon Oil plc
27th Jul 20154:23 pmBUSFORM 38.5(b) - DRAGON OIL PLC - Amendment
27th Jul 201512:52 pmRNSForm 38.5(b) Dragon Oil plc
27th Jul 201512:08 pmBUSForm 38.5(b) - DRAGON OIL PLC
27th Jul 201511:53 amRNSISE Only - Form 38.5 (a)
27th Jul 201510:41 amRNSForm 38.5a Dragon Oil Plc
24th Jul 201512:06 pmBUSForm 8.3 - Dragon Oil
24th Jul 201511:47 amRNSISE Only - Form 38.5(a)

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