11th Dec 2009 14:35
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")
Results of Court Meeting and EGM
The Independent Committee of Dragon Oil plc announces that at the meeting of Dragon Oil shareholders other than ENOC convened by order of the Irish High Court and held today in connection with the Acquisition and the Scheme of Arrangement the resolution noted in the Notice of Court Meeting set out at Part IX of the Scheme Document published on 18 November 2009 (the "Resolution") was not passed by the requisite majorities.
The vote on the Resolution was conducted on a poll and, while the Resolution was passed by in excess of 50% of shareholders in number, it was not also passed by 75% of shareholders by value as required by Section 201 of the Companies Act 1963.
The results of the poll on the Resolution were as follows:
|
In Person |
By Proxy |
Total |
||
|
Present and Voting [Note 1] |
(a) Number of shareholders |
59 |
7039 |
7098 |
|
(b) Holding of shares |
396,747 |
142,436,422 |
142,833,169 |
|
|
For [Note 2] |
(a) Number of shareholders |
13 |
5,353 |
5,366 |
|
(b) Holding of shares |
51,217 |
69,826,359 |
69,877,576 |
|
|
(c) Percentage of shareholders voting |
0.18 |
75.42 |
75.60 |
|
|
(d) Percentage of shares voting |
0.04 |
48.89 |
48.92 |
|
|
Against |
(a) Number of shareholders |
46 |
1,686 |
1,732 |
|
(b) Holding of shares |
345,530 |
72,610,063 |
72,995,593 |
|
|
(c) Percentage of shareholders voting |
0.65 |
23.75 |
24.40 |
|
|
(d) Percentage of shares voting |
0.24 |
50.84 |
51.08 |
|
|
Withheld [Note 1] |
(a) Number of shareholders |
1 |
113 |
114 |
|
(b) Holding of shares |
600 |
90,977 |
91,577 |
|
Note 1: Where a Form of Proxy mandated that the vote be withheld, the proxy did not vote, and that member was not included as a member "present and voting" within the meaning of section 201(3) of the Companies Act 1963.
Note 2: Where a Form of Proxy allowed the Chairman discretion to vote, the Chairman exercised that discretion to vote in favour of the Scheme. The Chairman held Forms of Proxy allowing him discretion from 374 members holding in the aggregate 413,895.
The total number of votes validly cast was 142,833,169, representing 27.74% of the Company's issued share capital at close of business on the day before the Court Meeting and representing 57.20% of the Scheme Shares (as defined in the Scheme Document).
Since the Resolution was not passed by the required majorities, the Acquisition will not take place. As a result, Dragon Oil remains a majority owned subsidiary of ENOC and will not become a wholly owned subsidiary of ENOC and the other effects of the Scheme of Arrangement set out in Part IV of the Scheme Document will not now take place.
The special resolutions put to the Extraordinary General Meeting convened in accordance with the Notice of EGM set out at Part X of the Scheme Document were passed, the details of the votes being as follows:
|
Special Resolution |
Votes FOR |
% |
Votes AGAINST |
% |
Votes TOTAL |
Votes WITHHELD |
|
No 1 |
338,434,622 |
82.01 |
74,257,121 |
17.99 |
412,691,743 |
137,011 |
|
No 2 |
338,393,314 |
82.06 |
73,998,751 |
17.94 |
412,392,065 |
340,743 |
The total number of votes validly cast on Resolution 1 was 412,691,743, representing 80.14% of the Company's issued share capital at close of business on the day before the Court Meeting.
The total number of votes validly cast on Resolution 2 was 412,392,065, representing 80.08% of the Company's issued share capital at close of business on the day before the Court Meeting.
As the Scheme was not approved, these special resolutions do not take effect.
Commenting on behalf of the Independent Committee of Dragon Oil, Mr. Nigel McCue, the Chairman of the Independent Committee of Dragon Oil, said:
"On behalf of the Independent Committee, I acknowledge today's vote.
I am satisfied that we were right to recommend the offer made by ENOC. We undertook extensive due diligence, received expert advice and sought, at all times, to achieve what we believed to be the best outcome for minority shareholders.
As was laid out at the time the offer was made public, we recommended the deal because we felt strongly it offered a fair and reasonable price for the minority shares in Dragon Oil. In arriving at our decision we had to take into account ENOC's majority controlling shareholding and its irrevocable undertaking not to sell or accept any offer for that shareholding which made it impossible for the Independent Committee to engage with other parties because no alternative offer would be capable of completion. Subsequently, the Independent Committee recognised that ENOC has lengthened its undertaking not to sell until 31 December 2011.
It was a full cash offer from the Company's majority shareholder that we believed fairly valued the assets and prospects of Dragon Oil and was at a significant 34% premium to the price of Dragon Oil's shares before ENOC first indicated their interest.
Nevertheless, the offer has been rejected and my colleagues and I accept and respect the decision without reservation."
Commenting on behalf of Dragon Oil, Dr. Abdul Jaleel Al Khalifa, Chief Executive Officer of Dragon Oil said:
"We remain committed to working for the benefit of all our shareholders, employees and host government. 2009 has been an eventful year for Dragon Oil and we believe the experience and changes we have gone through as an organisation make us stronger and no less determined to grow the business and translate our strategy into shareholder value. "
PRESS ENQUIRIES:
|
Dragon Oil |
|
|
Financial Advisers to Dragon Oil Davy Corporate Finance Hugh McCutcheon John Frain |
Tel +353 1 679 6363 |
|
HSBC Bank plc Philip Wolfe Abbas Merali |
Tel +44 207 992 2216 +44 207 992 2279 |
|
PR Adviser to Dragon Oil Citigate Martin Jackson George Cazenove Emma Woollaston |
Tel +44 207 638 9571 |
The members of the Independent Committee of Dragon Oil accept responsibility for the information 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 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.
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