19th Mar 2015 07:53
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 OF SUCH JURISDICTION
Dragon Oil plc
(the "Company" or together with its subsidiaries "Dragon Oil" or the "Group")
Independent Committee
Dragon Oil announces that an independent committee of the Board (the "Independent Committee") has been formed to evaluate the approach by Emirates National Oil Company Limited (ENOC) L.L.C. (ENOC) in relation to a possible offer for the entire issued and to be issued share capital of the Company it does not already own. The Independent Committee comprises the Company's Senior Independent Non-executive Director Mr Thor Haugnaess as Chairman along with Mr Ahmad Al Muhairbi, Mr Saeed Al Mazrooei and Mr Justin Crowley. The Independent Committee is being advised by Nomura International plc and Davy Corporate Finance.
For further information please contact:
Dragon Oil plc +44 (0) 20 7647 7804
Anna Gavrilova, Investor Relations
Joint Financial Advisers and Brokers
Nomura International plc +44 (0) 20 7521 2000
Andrew Forrester
John Bigham
Henry Phillips
Nicholas Marren
Wouter Leemhuis
Davy +353 (1) 679 6363
John Frain
Brian Garrahy
Paul Burke
PR Advisers
Citigate Dewe Rogerson +44 (0) 20 7638 9571
Martin Jackson
RESPONSIBILITY
The directors of Dragon Oil accept responsibility for the information contained in this announcement relating to Dragon Oil, the Dragon Oil group of companies, 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 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.
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 Dragon Oil and no one else in connection with this announcement and will not be responsible to anyone other than Dragon Oil 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 Dragon Oil and no one else in connection with this announcement and will not be responsible to anyone other than Dragon Oil for providing the protections afforded to clients of Davy nor for providing advice in connection with this announcement or any matter referred to herein.
DISCLOSURE REQUIREMENTS OF THE IRISH TAKEOVER RULES
In accordance with Rule 2.10 of the Irish Takeover Panel Act, 1997, Takeover Rules 2007 (as amended), Dragon Oil also confirms that, as of the date hereof, it has 491,705,394 ordinary shares of €0.10 each in issue and admitted to the official lists of the Irish Stock Exchange and UK Listing Authority and to trading on the London Stock Exchange's and Irish Stock Exchange's main markets for listed securities under the ISIN code IE0000590798.
In addition, the Company confirms there are 4,621,101 share options that have been granted by the Company that are presently outstanding, with an exercise price per share option ranging from Stg177p to Stg614p, issued under the Dragon Oil Share Option Scheme 2002 (60,000 share options) and Dragon Oil Share Option Scheme 2009 (4,561,101 share options). Shares granted under the 2014 Long-Term Incentive Plan amount to 735,339 shares.
Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, "interested" (directly or indirectly) in 1% 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 p.m. (Irish time) on the "business day" following the date of the relevant transaction. This requirement will continue until the date on which a scheme of arrangement 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 person "acting in concert" with ENOC 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 Irish Takeover 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 Irish Takeover Panel's website.
If you are in any doubt as to whether or not you are required to disclose a "dealing" under Rule 8, please consult the Irish Takeover Panel's website at www.irishtakeoverpanel.ie or contact the Irish Takeover Panel on telephone number +353 1 678 9020; fax number +353 1 678 9289.
Related Shares:
DGO.L