TIDMDGO
RNS Number : 3820V
Dragon Oil PLC
07 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, 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 +44 (0) 20 7623 2323
Geoff Iles
Tony White
Marc Sfeir
Thomas Milner +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.
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.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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