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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