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  • Recommended Cash Offer by Emirates National Oil Company Ltd. For the Shares in Dragon Oil plc Not Already Owned by ENOC

    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.

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