2nd Dec 2009 07:17
Not for release, publication or distribution (in whole or in part) in, into or from any Restricted Jurisdiction
Acquisition of the shares in Dragon Oil plc ("Dragon Oil") that Emirates National Oil Corporation LLC ("ENOC") does not already own (the "Acquisition")
EXTENDED NO SALE UNDERTAKING FROM ENOC
In the announcement by the Independent Committee and ENOC on 17 November 2009, ENOC confirmed that, whether or not the Acquisition is successful, ENOC remains a committed long-term majority shareholder in Dragon Oil. Since that announcement, the Independent Committee and ENOC have become aware of media speculation that ENOC's position in relation to the Dragon Oil Shares it holds may have changed.
The Board of ENOC has confirmed again to the Independent Committee that ENOC remains a committed long-term majority shareholder in Dragon Oil. In support of this commitment, the Board of ENOC has undertaken to the Independent Committee that it will not sell, or accept any offer (including any partial offer) for, the shares ENOC holds in Dragon Oil until at least 31 December 2011.
The Board of ENOC also confirms that the Acquisition will continue to be structured as a takeover scheme of arrangement and that no application will be made to the Irish Takeover Panel for consent to structure the Acquisition as a takeover offer.
The Board of ENOC continues to believe that the Acquisition represents a highly attractive outcome for the minority shareholders of Dragon Oil.
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.
The Independent Committee (having been so advised by Davy Corporate Finance and HSBC) believes that the terms of the proposed Acquisition by ENOC are fair and reasonable for the minority shareholders of Dragon Oil, and unanimously recommends that Dragon Oil Shareholders vote in favour of the Acquisition at the Court Meeting and EGM to be held on 11 December 2009.
PRESS ENQUIRIES:
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Dragon Oil |
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Financial Advisers to Dragon Oil Davy Corporate Finance Hugh McCutcheon John Frain |
Tel +353 1 679 6363 |
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HSBC Bank plc Philip Wolfe Abbas Merali |
Tel +44 207 992 2216 +44 207 992 2279 |
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PR Adviser to Dragon Oil Citigate Martin Jackson Emma Woollaston |
Tel +44 207 638 9571 |
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ENOC |
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Financial Adviser to ENOC Standard Chartered Amer Baig Andrew Bartlett Jonathan Story Laurence Barnaud-Bettle Thomas Pfeiffer |
Tel +44 207 885 8888 |
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Corporate Broker to ENOC Goodbody Stockbrokers Linda Hickey Simon Howley |
Tel +353 1 667 0400 |
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PR Adviser to ENOC Finsbury Andrew Mitchell Charles Chichester |
Tel +44 207 251 3801 |
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.
Related Shares:
DGO.L