TIDMIRSH TIDMDGO
RNS Number : 6750U
Emirates National Oil Company Ltd
31 July 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, 31 July 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
Level of acceptances and extension of the Offer
-- Valid acceptances of approximately 14.5 per cent of the
issued share capital, representing approximately 30.8 per cent of
the voting rights held by the Independent Shareholders on the date
of the 2.5 announcement
-- Further Intended Acceptances of approximately 2.3 per cent of the issued share capital
-- Offer extended to 28 August 2015
On 1 July 2015, the Board of ENOC and the Independent Committee
of the Board of Dragon Oil announced that the document containing
(among other things) the full terms of, and conditions to, the
Offer and the procedures for acceptance (the "Offer Document") was
being posted by ENOC to Dragon Oil Shareholders on that day
together with the Form of Acceptance. Capitalised terms used but
not otherwise defined in this announcement have the meanings set
out in the Offer Document.
The Offer Document stated the cash price of 750 pence per Dragon
Oil Share offered by ENOC pursuant to the Offer (the "Offer
Price").
The Board of ENOC are pleased to confirm that they have now
received valid acceptances and interests in Dragon Oil Shares as
set out below.
Level of Acceptances and Interests in Dragon Oil Shares
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 3.00 p.m. (Dublin time) on 30 July 2015 (being the Initial
Closing Date), ENOC had received acceptances valid in all respects
relating to 71,369,895 Dragon Oil Shares, representing (i)
approximately 14.5 per cent of the current issued share capital of
Dragon Oil and (ii) approximately 30.8 per cent of the voting
rights held by the Independent Shareholders on the date of the 2.5
announcement, which ENOC may count towards the satisfaction of the
acceptance condition to the Offer.
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 3.00 p.m. (Dublin time) on 30 July 2015
(being the Initial Closing Date), 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.
Accordingly, as at 3.00 p.m. (Dublin time) on 30 July 2015
(being the Initial Closing Date), ENOC and persons acting in
concert with ENOC either owned or had received acceptances of the
Offer in respect of a total of 336,633,410 Dragon Oil Shares,
representing in aggregate approximately 68.2 per cent of the issued
share capital of Dragon Oil.
In addition, as at 3.00 p.m. (Dublin time) on 30 July 2015:
- ENOC had received completed Forms of Acceptance in respect of
1,175,483 Dragon Oil Shares, representing approximately 0.2 per
cent of the current issued share capital of Dragon Oil, that were
not accompanied by the required share certificates and/or documents
of title; and
- TTE Instructions had been made in respect of 10,271,897 Dragon Oil Shares, representing approximately 2.1 per cent of the current issued share capital of Dragon Oil, in respect of which a signed corresponding Form of Acceptance has not been received;
(together, the "Intended Acceptances").
Once the outstanding documentation in relation to the Intended
Acceptances is received by ENOC, the Dragon Oil Shares to which the
Intended Acceptances relate will be counted towards the
satisfaction of the acceptance condition to the Offer.
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 instructions are contained in paragraph 10 of Part
II of the Offer Document.
The percentages of Dragon Oil Shares referred to in this
announcement are based upon a figure of 493,511,305 Dragon Oil
Shares in issue on 30 July 2015 or, where a percentage relates to
Independent Shareholders, a figure of 491,885,605 Dragon Oil Shares
in issue on the date of the 2.5 announcement, of which 226,622,090
were held by the Independent Shareholders.
Save as set out above, on 30 July 2015 (being the Initial
Closing Date), neither ENOC nor any person acting in concert with
ENOC has any right to subscribe for any relevant securities of
Dragon Oil nor does any person have any such short position
(whether conditional or absolute and whether in money or
otherwise), including any short position under a derivative or any
arrangement in relation to any relevant securities of Dragon Oil.
For these purposes, "arrangement" includes any agreement to sell or
any delivery obligation or right to require any other person to
purchase or take delivery of any relevant securities of Dragon Oil
and any borrowing or lending of any relevant securities of Dragon
Oil which have not been on-lent or sold.
Extension of Offer
ENOC further announces that the Offer, which remains subject to
the terms and conditions set out or referred to in the Offer
Document, is being extended and will remain open for acceptance
until 3.00 p.m. (Dublin time) on 28 August 2015.
ENOC encourages all other Dragon Oil Shareholders who have not
yet accepted the Offer to do so as soon as possible and by no later
than 3:00 p.m. (Dublin time) on 28 August 2015.
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
Hugh Moran
Merrill Lynch International
("BofA Merrill Lynch") (Financial
Adviser to ENOC) +44 (0) 20 7623 2323
Ashwin Punde
Geoff Iles
Tony White
Marc Sfeir +44 (0) 20 7628 1000
Bell Pottinger (Communications
Adviser to ENOC)
Gavin Davis
Lorna Cobbett
Henry Lerwill +44 (0) 2037722500
Dragon Oil +44 (0) 20 7647
Anna Gavrilova, Investor Relations 7804
Nomura International plc (Joint
Financial Adviser and Joint Corporate
Broker to Dragon Oil)
Andrew Forrester
John Bigham
Henry Phillips
Nicholas Marren +44 (0) 20 7521
Wouter Leemhuis 2000
Davy (Joint Financial Adviser and
Joint Corporate Broker to Dragon
Oil)
John Frain
Brian Garrahy +353 (1) 679
Paul Burke 6363
Citigate Dewe Rogerson (PR Adviser
to Dragon Oil) +44 (0) 20 7638
Martin Jackson 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.
Changes were made to the composition of the ENOC Board by way of
a shareholders' resolution on 12 July 2015. As a result, the
continuing members of the ENOC Board are: H.H. Sheikh Hamdan bin
Rashid Al Maktoum (Chairman), Mr. Mirza Al Sayegh, Mr. Ahmad Sharaf
and Dr. Abdul Rahman Al Awar, and the new members of the ENOC Board
are H.E. Saeed Mohammed Ahmed Al Tayer, H.E Abdulrahman Al Saleh
and Mr. Ahmad Butti Al Muhairbi. As noted in Dragon Oil's
announcement on 22 July 2015, Mr Ahmad Al Muhairbi is a director of
Dragon Oil but has recused himself from any discussions and
decision-making with respect to the Offer.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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