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Dragon Oil PLC (DGO)

  Print      Mail a friend       Annual reports

Monday 02 November, 2009

Dragon Oil PLC

Offer by ENOC

RNS Number : 7343B
Dragon Oil PLC
02 November 2009
 




2 November 2009

Not for release, publication or distribution (in whole or in part) in, into or from any Restricted Jurisdiction 

Recommended acquisition for cash by

 Emirates National Oil Company Limited (ENOC) LLC

of

Dragon Oil plc

being those shares in Dragon Oil plc it does not currently own

to be effected by way of a Scheme of Arrangement

under section 201 of the Companies Act 1963

Summary

The Independent Committee of Dragon Oil and the Board of ENOC are pleased to announce that they have reached agreement on the terms of the recommended Acquisition for cash of the entire issued and to be issued share capital of Dragon Oil not already owned by ENOC by means of a Scheme of Arrangement under Section 201 of the Companies Act 1963. 

The Independent Committee of Dragon Oil is being advised by Davy Corporate Finance and HSBC. The Board of ENOC is being advised by Standard Chartered Bank and by Goodbody Stockbrokers as corporate broker. 

Offer Price

Under the terms of the AcquisitionDragon Oil Shareholders other than ENOC will be entitled to receive:

455 pence in cash for every Dragon Oil Share

The Offer Price values the entire issued and to be issued share capital of Dragon Oil at approximately GBP 2,357 million. 

The Offer Price represents a 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;

  • 11.0 per cent. to the Closing Price of 410 pence per Dragon Oil Share on 30 October 2009, the last Trading Day prior to this Announcement; and

  • 65.1 per cent. to the average daily Closing Price of approximately 276 pence per Dragon Oil Share over the last 30 Trading Days before the commencement of the Offer Period. 

Recommendation of the Independent Committee of Dragon Oil 

The Independent Committee of Dragon Oil, which has been so advised by Davy Corporate Finance and HSBC, considers the terms of the Acquisition to be fair and reasonable. In providing their advice, Davy Corporate Finance and HSBC have taken into account the commercial assessments of the Independent Committee of Dragon Oil. Accordingly, the Independent Committee of Dragon Oil unanimously recommends Dragon Oil Shareholders to vote in favour of the Proposals at the Meetings, as the members of the Independent Committee of Dragon Oil who are Dragon Oil Shareholders have irrevocably undertaken (subject to certain exceptions) to do in respect of their own beneficial holdings, amounting to, in aggregate 125,000 Dragon Oil Shares, which represents approximately 0.024 per cent. of the existing issued share capital of Dragon Oil. 

Irrevocables Undertakings Received by ENOC

ENOC has received irrevocable undertakings, subject to certain exceptionsto vote in favour of the Proposals and Resolutions at the Meetings from the members of the Independent Committee of Dragon Oil in respect of their entire beneficial holdings of Dragon Oil Shares amounting to, in aggregate, 125,000 Dragon Oil Shares, representing approximately 0.024 per cent. of the existing issued share capital of Dragon Oil.

The other directors of Dragon Oil do not currently hold any Dragon Oil Shares. However, ENOC has also received irrevocable undertakings, subject to the same exceptions as those given by the Independent Directors, from these directors to vote in favour of the resolutions that are required to approve or implement the Scheme at the EGM in respect of any Dragon Oil Shares they may acquire.

As of the date of this Announcement, ENOC owns 265,263,515 Dragon Oil Shares in total, representing approximately 51.5 per cent. of the existing issued share capital of Dragon OilENOC will not vote its Dragon Oil Shares at the Court Meeting but will vote its Dragon Oil Shares in favour of the Resolutions to be considered at the Extraordinary General Meeting. 

The implementation of the Acquisition will be subject to the conditions referred to in Appendix I to this Announcement and to be set out in the Scheme Document and the accompanying Forms of Proxy.

Structure of the Acquisition

It is intended that the Scheme Shares will be acquired by way of a Court-sanctioned Scheme of Arrangement. Further details are contained in the full text of this Announcement.

The Scheme Document, containing further details of the Acquisition (including notices of the Meetings), together with Forms of Proxy, will be issued to Dragon Oil Shareholders, and, for information only, to participants in the Dragon Oil Share Option Schemes, within 28 days of this Announcement, unless otherwise agreed with the Panel.  Resolutions to approve the Proposals will be voted upon at the Meetings. Subject to the approval of the Dragon Oil Shareholders and the satisfaction or waiver of the other conditions, it is expected that the Scheme will become effective in January 2010. Upon the Scheme becoming effective, it will be binding on all Dragon Oil Shareholders, irrespective of whether or not they attended and/or voted at the Meetings (and if they attended and voted, whether or not they voted in favour).

The acquisition of Dragon Oil offers ENOC the opportunity to expand its exploration and production activities and

  • significantly improves operational flexibility and supports ENOC's strategy of growing the current business in the Middle East and in Turkmenistan through Dragon Oil;

  • brings the benefits of an experienced and talented upstream team;

  • enhances ENOC's existing reserves and production base; and

  • marks an important step in ENOC's strategy to become a major integrated oil and gas company.

Commenting on the Acquisition on behalf of the Independent Committee of Dragon Oil, Mr. Nigel McCue, the Chairman of the Independent Committee of Dragon Oil, said: 

 "The offer from ENOC allows our minority shareholders the opportunity to crystallise cash value at a significant premium to the level at which the company's shares were trading prior to the ENOC approach. We believe this represents an attractive outcome and a fair and reasonable offer for the minority shareholders in the company"


Commenting on the Acquisition on behalf of ENOCSaeed KhooryGroup Chief Executive said: 


"ENOC is delighted to have agreed to fully acquire Dragon Oil. This acquisition is an exciting development for ENOC and represents a major step in ENOC's strategy of building a vertically integrated oil & gas group with a strong upstream position. Dragon Oil's assets will significantly enhance ENOC's reserves and production. By achieving full control of Dragon Oil, ENOC will be able to achieve greater operational flexibility to progress the development of the assets further.

The Dragon Oil team has built up a high quality business, which combined with ENOC's financial strength and execution capability, creates an outstanding platform for future growth. We believe that the terms of the transaction are attractive for the shareholders of Dragon Oil and we look forward to the successful completion of the transaction."

This summary should be read in conjunction with, and is subject to, the full text of this Announcement. Appendix II contains a summary of the bases of calculation and sources of information for certain items contained in this summary and the remainder of this Announcement. Appendix III to the following Announcement contains definitions of certain terms used in this summary and the remainder of this Announcement. 

Pursuant to Rule 2.6(c) of the Irish Takeover Rules, this Announcement shall be available to Dragon Oil employees on Dragon Oil's website, http://www.dragonoil.com, and to ENOC employees on ENOC's intranet, http://myenoc/default.aspx.

ENOC's financial adviser is Standard Chartered Bank and Goodbody Stockbrokers is acting as corporate broker; Allen & Overy LLP and Arthur Cox are providing legal advice.

Dragon Oil's financial advisers are Davy Corporate Finance and HSBC. Mason Hayes & Curran are providing legal advice.

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
Emma Woollaston
Tel
+44 207 638 9571
ENOC
 
Financial Adviser to ENOC
Standard Chartered
Amer Baig
Andrew Bartlett
Jonathan Story
Laurence Barnaud-Bettle
Thomas Pfeiffer
Tel
+44 207 885 8888
Corporate Broker to ENOC
Goodbody Stockbrokers
Linda Hickey
Simon Howley
Tel
+353 1 667 0400
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. 

The full text of the conditions and reference to certain further terms of the Acquisition are set out in Appendix I. 

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.

This Announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules. 

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. 

This announcement has been prepared for the purposes of complying with Irish law, the Listing Rules, the rules of the Irish Stock Exchange and the rules of the London Stock Exchange and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside Ireland.

Forward-looking statements

Certain items in this Announcement may contain forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. Forward-looking statements are statements that contain predictions or projections of future events or performance, and often contain (without limitation) words such as "anticipates", "can", "estimates", "believe", "expects", "projects", "will", "might", "targets", "plans", "aims", "intends", "should", "synergies", "cost savings" or other words indicating a statement about the future or the negative thereof. These statements are based on Dragon Oil's, or ENOC's, as applicable, current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual events to differ materially from those described in the forward-looking statements. Reliance should not be placed on any such statements because of their very nature, they are subject to known and unknown risks and uncertainties and can be affected by factors that could cause them to differ materially from those expressed or implied in the forward-looking statements. Dragon Oil or ENOC, as applicable, can give no assurance that expectations will be attained. Risks, uncertainties and other important factors that could cause actual events to differ materially from those expressed or implied in the forward-looking statements include: uncertainties as to the timing of the closing of the Acquisition; uncertainties as to whether the Dragon Oil Shareholders will vote in favour of the Acquisition; the risk that competing offers to acquire Dragon Oil will be made; the possibility that various closing conditions for the Acquisition may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Acquisition; the effects of disruption from the Acquisition making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of ENOC's or Dragon Oil's control; transaction costs; actual or contingent liabilities; uncertainties as to whether anticipated synergies will be realised; uncertainties as to whether Dragon Oil's business will be successfully integrated with ENOC's business; and other risks and uncertainties discussed in the Directors' Report accompanying the audited consolidated financial statements of Dragon Oil for the year ended 31 December 2008 and of ENOC for the year ended 31 December 2008.

Such forward-looking statements speak only as of the date of this Announcement. Dragon Oil and ENOC expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Dragon Oil's, or ENOC's, as applicable, expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based. 



  2 November 2009

Not for release, publication or distribution (in whole or in part) in, into or from any Restricted Jurisdiction

Recommended acquisition for cash by

Emirates National Oil Company Limited (ENOC) LLC

of

Dragon Oil plc

being those shares in Dragon Oil plc it does not currently own

to be effected by way of a Scheme of Arrangement

under section 201 of the Companies Act 1963

1.    Introduction

The Independent Committee of Dragon Oil and the Board of ENOC are pleased to announce that they have reached agreement on the terms of the recommended Acquisition for cash of the entire issued and to be issued share capital of Dragon Oil not already owned by ENOC by means of a Scheme of Arrangement under Section 201 of the Companies Act 1963. 

The Independent Committee of Dragon Oil, which has been so advised by Davy Corporate Finance and HSBC, considers the terms of the Acquisitioto be fair and reasonable. In providing their advice, Davy Corporate Finance and HSBC have taken into account the commercial assessments of the Independent Committee of Dragon Oil. Accordingly, the Independent Committee of Dragon Oil unanimously recommends that Dragon Oil Shareholders vote in favour of the Proposals at the Meetings, as the members of the Independent Committee of Dragon Oil who are Dragon Oil Shareholders have irrevocably undertaken (subject to certain exceptions) to do in respect of their own beneficial holdings, amounting to, in aggregate 125,000 Dragon Oil Shares, which represents approximately 0.024 per cent. of the existing issued share capital of Dragon Oil

The implementation of the Acquisition will be subject to the conditions referred to in Appendix I of this Announcement and to be set out in the Scheme Document and the accompanying Forms of Proxy.

As of the date of this Announcement, ENOC owns 265,263,515 Dragon Oil Shares in total, representing approximately 51.5 per cent. of the existing issued share capital of Dragon OilENOC will not vote its Dragon Oil Shares at the Court Meeting but will vote its Dragon Oil Shares in favour of the Resolutions to be considered at the Extraordinary General Meeting.

2.    The Acquisition

It is intended that the Scheme Shares will be acquired by way of a Court-sanctioned Scheme of Arrangement. Under the terms of the Scheme, which will be subject to the conditions set out in Appendix I of this Announcement and to be set out in the Scheme Document.

Dragon Oil Shareholders (other than ENOCwill be entitled to receive for each Scheme Share 455 pence in cash, valuing the entire issued and to be issued share capital of Dragon Oil at approximately GBP 2,357 million.

The Offer Price represents a 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;

  • 11.0 per cent. to the Closing Price of 410 pence per Dragon Oil Share on 30 October 2009, the last Trading Day prior to this Announcement; and

  • 65.1 per cent. to the average daily Closing Price of approximately 276 pence per Dragon Oil Share over the last 30 Trading Days before the commencement of the Offer Period.

3.    Background to and Reasons for Recommending the Acquisition

In November 1998, ENOC acquired a 46 per cent. interest in Dragon Oil at a price of 15 pence per share. They were then obliged to make a mandatory offer, under Rule 9 of the Irish Takeover Rules, which increased their interest to 69.4 per cent. of the then issued share capital of Dragon Oil. Following subsequent ordinary share issues by Dragon Oil, ENOC's shareholding has been diluted to its current interest of approximately 51.5 per cent. of the existing share capital of Dragon Oil.  

Since it became a majority shareholder, ENOC has provided financial, administrative and other support allowing Dragon Oil to maintain its strategic and operational independence. The conduct of all transactions and relationships between Dragon Oil and ENOC has been on an arm's length basis and on normal commercial terms in accordance with a relationship agreement.

On 4 June 2009, Dragon Oil announced that it had received a preliminary approach in relation to a possible offer for the Company.  

On 5 June 2009, ENOC announced that it was considering an offer to acquire all of the outstanding Dragon Oil shares it does not own at a modest premium to Dragon Oil's Closing Price on 3 June 2009. Their stated rationale of fully consolidating Dragon Oil into the ENOC Group is to create a strong, well balanced and integrated international oil and gas group.

On 9 June 2009, Dragon Oil announced that an independent committee of non executive directors of Dragon Oil had been formed to evaluate the approach by ENOC. The Independent Committee comprises the Company's Senior Independent Director Mr Nigel McCue as Chairman, Mr Ahmad Al Muhairbi and Mr Saeed Al Mazrooei.

Since the approach by ENOC, the Independent Committee, together with its financial advisers, has sought to achieve the best outcome for minority shareholders. A priority of the Independent Committee has been to ensure that due process is followed at all times and that the integrity of this process is beyond reproach.  

In its assessment of the Offer Price, the Independent Committee, together with its financial advisers, have undertaken significant valuation work on the assets and prospects of Dragon Oil.  

Dragon Oil is a single asset company and has made significant progress in developing the Cheleken contract area in the Caspian Sea, offshore Turkmenistan. There are specific geopolitical, operational, and technical risks associated with the contract area and the region which have a significant bearing on the underlying valuation of the asset.  

The Independent Committee, who has been so advised by Davy Corporate Finance and HSBC, believes that the terms of the Acquisition to be fair and reasonable for the minority shareholders of Dragon Oil. In providing their advice, Davy Corporate Finance and HSBC have taken into account the commercial assessments of the Independent Committee. 

The cash offer of 455 pence per Dragon Oil share will provide the minority shareholders of Dragon Oil 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.  

In arriving at their decision to recommend the Acquisition, the Independent Committee has also taken into account ENOC's majority controlling shareholding in Dragon Oil, as well as a written irrevocable undertaking from ENOC not to sell or accept any offer for its Dragon Oil shares for a 12 month period commencing on 10 August 2009. As a consequence, the Independent Committee has been unable to engage with other parties because no alternative offer would be capable of completion.

4.    Structure of the Acquisition

The Acquisition is expected to be effected by means of a Scheme of Arrangement between Dragon Oil and the Scheme Shareholders. The Scheme will involve an application by Dragon Oil to the Court to sanction the Scheme.  Under the Scheme (which will be subject to the conditions set out in Appendix I of this Announcement and which will also be set out in the Scheme Document) Scheme Shareholders will receive the Cash Consideration in return for the cancellation of their Dragon Oil Shares. 

The Scheme of Arrangement is an arrangement made between Dragon Oil and Scheme Shareholders under Section 201 of the Act and is subject to the approval of the Court. If the Scheme becomes effective, all Dragon Oil Shares currently held by Dragon Oil Shareholders will be cancelled pursuant to Sections 72 and 74 of the Act with the exception of Dragon Oil Shares issued pursuant to the Dragon Oil Share Option Scheme (if any), which shall be transferred to ENOC, and Dragon Oil Shares held by any member of the ENOC Group. Dragon Oil will then issue new Dragon Oil Shares to ENOC in place of the Dragon Oil Shares cancelled pursuant to the Scheme and ENOC will pay the cash consideration in respect of the Scheme Shares to the former Dragon Oil Shareholders. As a result of these arrangements, Dragon Oil will become a wholly owned subsidiary of ENOC.

The Acquisition is conditional on the Scheme becoming Effective. The conditions to the Acquisition and the Scheme are set out in full in Appendix I of this Announcement. The implementation of the Scheme and the Acquisition is conditional, amongst other things, upon: 

  • the Scheme becoming Effective by no later than 29 March 2010 (or such later date as ENOC and Dragon Oil may, with (if required) the consent of the Panel, agree and (if required) the High Court may allow);

  • the approval by a majority in number of Scheme Shareholders representing three-fourths (75 per cent.) or more in value of the Dragon Oil Shares held by such holders present and voting either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting);

  • the passing of such resolutions as are required to approve or implement the Scheme at the Extraordinary General Meeting to be directly held after the Court Meeting;

  • the sanction of the Scheme (with or without modifications) and confirmation of the reduction of capital involved therein by the Court and the delivery of an office copy of the Court Order and the minute required by Section 75 of the Act to the Registrar of Companies and the registration of such Court Order and minute by the Registrar of Companies; and

  • the conditions, which are not otherwise identified above, being satisfied or waived on or before the sanction of the Scheme by the High Court pursuant to Section 201 of the Act.

Assuming the necessary approvals from the Dragon Oil Shareholders have been obtained and all conditions have been satisfied or (where applicable) waived, the Scheme will become Effective upon delivery to the Registrar of Companies of an office copy of the Court Order together with the minute required by Section 75 of the Act confirming the capital reduction and registration of the Court Order and minute by the Registrar of Companies. Upon the Scheme becoming Effective, it will be binding on all Dragon Oil Shareholders, irrespective of whether or not they attended or voted at the Court Meeting or the Extraordinary General Meeting (and if they attended and voted, whether or not they voted in favour).

The Scheme Document, containing further details of the Acquisition (including notices of the Meetings), together with Forms of Proxy, will be issued to Dragon Oil Shareholders, and, for information only, to participants in the Dragon Oil Share Option Schemes, within 28 days of this Announcement, unless otherwise agreed with the Panel. Resolutions to approve the Acquisition will be voted upon at the Meetings. Subject to the approval of the Dragon Oil Shareholders and the satisfaction or waiver of the other conditions, it is expected that the Scheme will become Effective in January 2010

5.    Information on Dragon Oil

Dragon Oil is an independent oil and gas exploration and production company, registered in Ireland Company Registration number: 35228. The company has a dual primary listing on the London and Irish Stock Exchanges. Dragon Oil is headquartered in Dubai. Approximately 51.5 per cent. of the existing issued share capital of Dragon Oil is currently held by ENOC, a company wholly owned, indirectly, by the Government of Dubai. 

Dragon Oil's principal asset is a 100% operated interest in the Cheleken contract area, which is located in the eastern section of the Caspian Sea offshore Turkmenistan. In addition, Dragon Oil owns exploration interests in the Republic of Yemen, including minority participating interests in blocks 35 and 49. 

Dragon Oil's operational focus is on the re-development of two oil and gas producing fields located in the Cheleken contract area, namely the Dzheitune (Lam) and Dzhygalybeg (Zhdanov) Fields.  On 10 November 1999Dragon Oil signed a Production Sharing Agreement ("PSA") with the Competent Body for the Use of Hydrocarbon Resources at the President of Turkmenistan. The PSA, which has a 25-year term and expires in May 2025, provides Dragon Oil with an exclusive right on the part of Dragon Oil to negotiate an extension for a further period of not less than 10 years.

As of 30 June 2008, the Cheleken contract area held remaining gross proven and probable reserves of 645 million barrels of oil and condensate, as certified by an independent energy consultant. In addition, the Cheleken contract area has estimated gross contingent gas resources of some 3.2 Tcf.  Dragon Oil has been able to successfully increase the oil production from the Cheleken contract area over the past several years through effective redevelopment of the LAM and Zhdanov Fields and achieved an average gross production of 46,060 bopd during the third quarter of 2009, of which 54% was attributable to Dragon Oil.

The Independent Committee of Dragon Oil is being advised by Davy Corporate Finance and HSBC. 

6.    Information on ENOC

ENOC is a diversified energy group, operating 30 active subsidiaries and joint-ventures, with activities ranging from refining and marketing (Jebel Ali refinery in the United Arab Emirates), gas processing (Dubai Natural Gas Company Limited), terminalling services (Horizon Terminals Limited), shipping (Gulf Energy Maritime PJSC), LPG - fuel distribution (Emirates Gas LLC), retailing (160 retail service stations serving in excess of 70 million customers annually), and oil and gas exploration and production (through ENOC's 51.5 per cent. ownership of the existing issued share capital in Dragon Oil). 

ENOC has over 6,000 employees and achieved a turnover of approximately US$12 billion in 2008. ENOC is wholly-owned by the Investment Corporation of Dubai, which is itself wholly-owned by the Government of Dubai.

ENOC is being advised by Standard Chartered Bank, and by Goodbody Stockbrokers as corporate broker.

7.    Financing of the Acquisition

The Cash Consideration payable by ENOC under the terms of the Acquisition will be financed from the existing financial resources of ENOC and by debt facilities made available to ENOC by Standard Chartered Bank and National Bank of Dubai

Full payment of the Cash Consideration would involve a maximum cash payment of approximately GBP 1,150 million

Standard Chartered, financial advisor to ENOC, is satisfied that sufficient resources are available to ENOC to satisfy in full the Cash Consideration payable under the Acquisition

8.    Directors, Management and Employees

ENOC attaches great importance to the skills and experience of the management and employees of Dragon Oil. The Board of ENOC confirms that, where employees of the Dragon Oil Group have existing employment rights, including pension rights, under applicable laws, those rights will be fully safeguarded following the Scheme becoming effective. 

The current directors of Dragon Oil will continue to serve on the Board of Directors of the company after the Scheme becomes Effective.

9.    Dragon Oil Share Option Schemes

Appropriate proposals will be made to Dragon Oil Optionholders in due course. 

10.    Delisting and Cancellation of Trading

It is intended that, subject to and as of or shortly following the Scheme becoming Effective, and subject to applicable requirements of the Irish Stock Exchangethe FSA and the London Stock Exchange, ENOC will procure that Dragon Oil applies (i) for cancellation of the listing of the Dragon Oil Shares on the Official List of the Irish Stock Exchange; (ii) to the United Kingdom Listing Authority for the listing of the Dragon Oil Shares to be cancelled; (iii) for the cancellation of the admission of the Dragon Oil Shares to trading on the main market of the Irish Stock Exchange; and (iv) for the Dragon Oil Shares to cease to be admitted to trading on the London Stock Exchange's market for listed securities. The last day of dealing in Dragon Oil Shares on the Irish Stock Exchange and the London Stock Exchange will be the last Business Day before the Effective Date. 

11.    Expenses Reimbursement Agreement

Dragon Oil has entered into an expenses reimbursement and non-solicitation agreement, dated 1 November 2009, with ENOC, the terms of which shall not come into effect or be binding on the parties until it has been approved by the Panel. Under the Expenses Reimbursement Agreement, Dragon Oil has agreed to pay specific quantifiable third party costs and expenses incurred by ENOC in connection with the Acquisition in the circumstances outlined below. The liability of Dragon Oil to pay these amounts is limited to a maximum amount equal to 1 per cent. of the aggregate value of the number of Dragon Oil Shares which are the subject of the Acquisition multiplied by the Cash Consideration. 

The circumstances in which such payment will be made are

(a)    if the Independent Committee of Dragon Oil, or any one or more members thereof, withdraws or adversely modifies its/their recommendation of the Scheme or recommends (or indicates or announces an intention to recommend) a competing offer or scheme; or

(b)    if Dragon Oil withdraws the Scheme or materially alters any term of the Scheme or takes or omits to take any action in breach of the Implementation Agreement the result of which is to prevent Dragon Oil's Shareholders from voting at any meetings to approve the Scheme; or

(c)    if prior to the Scheme lapsing or being withdrawn, a competing offer or offers or scheme or schemes are announced and any such offer or scheme becomes effective or unconditional within 9 months of such announcement.

The non-solicitation undertaking provides that, until the earlier of 29 March 2010 and the date on which the Scheme becomes Effective (or lapses or is withdrawn), Dragon Oil has agreed that, subject to the fiduciary duties of the Independent Committee of Dragon Oil, no member of the Dragon Oil Group or any of their respective directors, officers, employees or advisers shall, among other things, solicit or encourage interest or initiate discussions with any person with a view to a competing offer or scheme of arrangement, or transaction that would result in a third party holding more than twenty-six percent of the voting or other equity securities of Dragon Oil or any material subsidiary of Dragon Oil, or the disposal of any interest in a material part of the business of Dragon Oil or any subsidiary of Dragon Oil, or a disposal or acquisition of material assets by Dragon Oil or its subsidiaries. Except to the extent required by the Takeover Rules and Dragon Oil's other legal obligations, Dragon Oil has also agreed to advise ENOC of inquiries or requests in connection with any competing offer or scheme of arrangement.

Davy Corporate Finance and HSBC have confirmed in writing to the Panel that, in the opinion of the Independent Committee of Dragon Oil and Davy Corporate Finance and HSBC, in the context of the Acquisition, the Expenses Reimbursement Agreement is in the best interests of Dragon Oil and Dragon Oil Shareholders

12.    Implementation Agreement

Dragon Oil and ENOC have entered into an Implementation Agreement which contains, amongst other things, certain obligations and commitments in relation to the implementation of the Acquisition and provisions in relations to the conduct of Dragon Oil's business up to the Effective Date. 

Further information regarding the Implementation Agreement will be set out in the Scheme Document. 

13.    Irrevocable Undertakings

ENOC has received irrevocable undertakings, subject to certain exceptionsto vote in favour of the Proposals and Resolutions at the Meetings from the members of the Independent Committee of Dragon Oil in respect of their entire beneficial holdings of Dragon Oil Shares amounting to, in aggregate, 125,000 Dragon Oil Shares, representing approximately 0.024 per cent. of the existing issued share capital of Dragon Oil.

The other directors of Dragon Oil do not currently hold any Dragon Oil Shares. However, ENOC has also received irrevocable undertakings, subject to the same exceptions as those given by the Independent Directors, from these directors to vote in favour of the resolutions that are required to approve or implement the Scheme at the EGM in respect of any Dragon Oil Shares they may acquire.

These irrevocable undertakings, once given, will lapse in the event that the Proposals lapse or are withdrawn, the Resolutions are not passed at the EGM and the Court Meeting, the High Court declines or refuses to sanction the Scheme (unless Dragon Oil and ENOC agree that the decision of the High Court shall be appealed and, if so appealed, a final non-appealable order, decree, judgment, or ruling has been issued), the Scheme does not become effective on or before 29 March 2010 or ENOC announces that it will not proceed with the Acquisition. 

ENOC will not vote the Dragon Oil Shares it owns at the Court Meeting but will vote such Dragon Oil shares in favour of the Resolutions to be considered at the Extraordinary General Meeting. 

14.    Disclosure of interests in Relevant Securities of Dragon Oil

As of the date of this Announcement, ENOC owns 265,263,515 Dragon Oil Shares in total, representing approximately 51.5 per cent. of the existing issued share capital of Dragon Oil.

As at the close of business on 30 October 2009, being the last Trading Day prior to the date of this Announcement, Standard Chartered and its affiliates do not hold any Dragon Oil Shares on behalf of discretionary clients or as principal trader.

As at the close of business on 30 October 2009, being the last Trading Day prior to the date of this Announcement, Goodbody Stockbrokers holds 360,976 Dragon Oil Shares on behalf of discretionary clients and 115,800 Dragon Oil Shares as principal trader.

Save as disclosed in this paragraph 14, neither ENOC nor, as far as ENOC is aware, any person acting in concert with ENOC, owns or controls any Dragon Oil Shares or any securities convertible or exchangeable into, or rights to subscribe for or purchase, or holds any options to purchase any Dragon Oil Shares or has entered into any derivative referenced to Dragon Oil Shares which remains outstanding or has any arrangements in relation to Dragon Oil Shares. 

So far as the directors of ENOC and Dragon Oil are aware, no Arrangement exists with ENOCDragon Oil or with any associate of ENOC or Dragon Oil

15.    General

The Acquisition will be subject to the conditions set out in Appendix I and to be set out in the Scheme Document. The Scheme Document will include full details of the Acquisition and will be accompanied by the appropriate Forms of Proxy. These will be despatched to Dragon Oil Shareholders (other than ENOCand, for information only, to Dragon Oil Optionholders, in due course. The Acquisition and the Scheme will be governed by the laws of Ireland and will be subject to the applicable requirements of the Irish Takeover Rules, the Irish Stock Exchange, the London Stock Exchange and the United Kingdom Listing Authority and applicable laws and regulations

Appendix II contains a summary of the bases of calculation and sources of information for certain items contained in this Announcement.

This Announcement is being made pursuant to Rule 2.5 of the Irish Takeover Rules. 

Pursuant to Rule 2.6(c) of the Irish Takeover Rules, this Announcement shall be made available to Dragon Oil employees on Dragon Oil's website, http://www.dragonoil.com, and to ENOC employees on ENOC's intranet, http://myenoc/default.aspx.

ENOC's financial adviser is Standard Chartered Bank and Goodbody Stockbrokers is acting as corporate broker; Allen & Overy LLP and Arthur Cox are providing legal advice.

Dragon Oil's financial advisers are Davy Corporate Finance and HSBC. Mason Hayes & Curran are providing legal advice.


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
Emma Woollaston
Tel
+44 207 638 9571
ENOC
 
Financial Adviser to ENOC
Standard Chartered
Amer Baig
Andrew Bartlett
Jonathan Story
Laurence Barnaud-Bettle
Thomas Pfeiffer
Tel
+44 207 885 8888
Corporate Broker to ENOC
Goodbody Stockbrokers
Linda Hickey
Simon Howley
Tel
+353 1 667 0400
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 

The full text of the conditions and reference to certain further terms of the Acquisition are set out in Appendix I. 

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 are 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.

This Announcement is made pursuant to Rule 2.5 of the Irish Takeover Rules. 

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. 

This announcement has been prepared for the purposes of complying with Irish law, the Listing Rules, the rules of the Irish Stock Exchange and the rules of the London Stock Exchange and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of any jurisdiction outside Ireland.

Forward-looking statements

Certain items in this Announcement may contain forward-looking statements that are based on current expectations or beliefs, as well as assumptions about future events. Forward-looking statements are statements that contain predictions or projections of future events or performance, and often contain (without limitation) words such as "anticipates", "can", "estimates", "believe", "expects", "projects", "will", "might", "targets", "plans", "aims", "intends", "should", "synergies", "cost savings" or other words indicating a statement about the future or the negative thereof. These statements are based on Dragon Oil's, or ENOC's, as applicable, current expectations and beliefs and are subject to a number of trends and uncertainties that could cause actual events to differ materially from those described in the forward-looking statements. Reliance should not be placed on any such statements because of their very nature, they are subject to known and unknown risks and uncertainties and can be affected by factors that could cause them to differ materially from those expressed or implied in the forward-looking statements. Dragon Oil or ENOC, as applicable, can give no assurance that expectations will be attained. Risks, uncertainties and other important factors that could cause actual events to differ materially from those expressed or implied in the forward-looking statements include: uncertainties as to the timing of the closing of the Acquisition; uncertainties as to whether the Dragon Oil Shareholders will vote in favour of the Acquisition; the risk that competing offers to acquire Dragon Oil will be made; the possibility that various closing conditions for the Acquisition may not be satisfied or waived, including that a governmental entity may prohibit, delay or refuse to grant approval for the consummation of the Acquisition; the effects of disruption from the Acquisition making it more difficult to maintain relationships with employees, licensees, other business partners or governmental entities; other business effects, including the effects of industry, economic or political conditions outside of ENOC's or Dragon Oil's control; transaction costs; actual or contingent liabilities; uncertainties as to whether anticipated synergies will be realised; uncertainties as to whether Dragon Oil's business will be successfully integrated with ENOC's business; and other risks and uncertainties discussed in the Directors' Report accompanying the audited consolidated financial statements of Dragon Oil for the year ended 31 December 2008 and of ENOC for the year ended 31 December 2008.

Such forward-looking statements speak only as of the date of this Announcement. Dragon Oil and ENOC expressly disclaim any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein to reflect any change in Dragon Oil's, or ENOC's, as applicable, expectations with regard thereto or change in events, conditions, or circumstances on which any such statement is based. 

  Appendix I

Conditions of the Acquisition

The Acquisition and the Scheme comply with the Takeover Rules and, where relevant, the respective rules and regulations of the Irish Stock Exchange, the London Stock Exchange and are subject to the terms and conditions set out in this announcement and to be set out in the Scheme Document. The Acquisition and the Scheme are governed by the laws of Ireland and subject to the exclusive jurisdiction of the courts of Ireland, which exclusivity shall not limit the right to seek provisional or protective relief in the courts of another state during or after any substantive proceedings have been instituted in Ireland, nor shall it limit the right to bring enforcement proceedings in another state on foot of an Irish judgment.

1.  The Acquisition will be conditional upon the Scheme becoming Effective by not later than 29 March 2010 (or such later date as ENOC and Dragon Oil may, with (if required) the consent of the Panel, agree and (if required) the High Court may allow). The Scheme will be conditional upon:

(a)    the approval of the Scheme by a majority in number of the Dragon Oil Shareholders representing three-fourths (75 per cent.) or more in value of the Dragon Oil Shares held by such holders, present and voting either in person or by proxy, at the Court Meeting (or at any adjournment of such meeting);

(b)    such resolution(s) required to approve or implement the Scheme and set out in the notice convening the Extraordinary General Meeting being duly passed by the requisite majority at the Extraordinary General Meeting (or at any adjournment of such meeting);

(c)    the sanction by the High Court (with or without modification) of the Scheme pursuant to Section 201 of the Act and the confirmation of the reduction of capital involved therein by the High Court; and 

(d)    office copies of the Court Order and the minute required by Section 75 of the Act in respect of the reduction referred to in paragraph 1(c), being delivered for registration to the Registrar of Companies in Ireland and registration of the Court Order and minute confirming the reduction of capital involved in the Scheme by the Registrar of Companies in Ireland.

2.    Dragon Oil and ENOC have agreed that, subject to paragraph 3 of this Appendix I, the Acquisition will also be conditional upon the following matters having been satisfied or waived on or before the sanction of the Scheme by the High Court pursuant to Section 201 of the Act: 

(a)    no Irish or foreign, federal, state or local governmental commission, board, body, bureau, or other regulatory authority or agency, including courts and other judicial bodies, any competition, anti-trust or supervisory body or other governmental, trade or regulatory agency or body, securities exchange or any self-regulatory body or authority, including any instrumentality or entity designed to act for or on behalf of any of the foregoing, in each case, in any jurisdiction (each a "Governmental Authority") having instituted or implemented any action, proceeding, investigation, enquiry, reference or suit or having made, enforced, enacted, issued or deemed applicable to the Acquisition any statute, regulation or order or having withheld any consent which would or would reasonably be expected to:

(i)    make the Acquisition or its implementation, or the acquisition or proposed acquisition by ENOC of any shares in, or control of, Dragon Oil, or any of the assets of Dragon Oil, void, illegal or unenforceable under the laws of any jurisdiction or otherwise, directly or indirectly, restrain, revoke, prohibit, restrict or delay the same or impose additional or different conditions or obligations with respect thereto;

(ii)    result in a material delay in the ability of ENOC, or render ENOC unable, to acquire some or all of the Dragon Oil Shares or result in or effect any divestiture of, or requirement to hold separate (including by establishing a trust or otherwise), or agree to restrict its ownership or operation of, any business or assets of Dragon Oil, or to enter into any settlement or consent decree, or agree to any undertaking, with respect to any business or assets of Dragon Oil;

(iii)    impose any limitation on or result in a material delay in the ability of ENOC to acquire, or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares, Dragon Oil Shares, (or the equivalent) in, or to exercise voting or management control over, Dragon Oil or any member of the Dragon Oil Group or on the ability of any member of the Dragon Oil Group to hold or exercise effectively, directly or indirectly, rights of ownership of shares (or the equivalent) in, or to exercise rights of voting or management control over, any member of the Dragon Oil Group;

(iv)    require any member of the ENOC Group or any member of the Dragon Oil Group to acquire or offer to acquire any shares or other securities (or the equivalent) in, or any interest in any asset owned by, any member of the Dragon Oil Group owned by any third party;

(v)    except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Dragon Oil Group taken as a whole, impose any limitation on the ability of ENOC or any member of its group to integrate or co-ordinate its business, or any part of it, with the businesses of any member of the Dragon Oil Group;

(vi)    result in any member of the Dragon Oil Group ceasing to be able to carry on business in any jurisdiction in which it currently does;

(vii)    except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Dragon Oil Group taken as a whole, cause any member of the Dragon Oil Group to cease to be entitled to any material authorisation, order, recognition, grant, consent, clearance, confirmation, licence, permission or approval used by it in the carrying on of its business in any jurisdiction; or

(viii)    except where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Dragon Oil Group taken as a whole, otherwise adversely affect the business, profits, assets, liabilities, financial or commercial position of any member of the Dragon Oil Group;

for the purposes of this Appendix I, the effects referred to in the foregoing paragraphs (i) through (viii) are referred to as a "Restraint."

(b)    having obtained (i) from any Governmental Authority any Clearances required to be obtained or made by the Dragon Oil Group or ENOC in connection with the Acquisition (except, in each case, for any Clearance or additional instrument that does not impose a Restraint on Dragon Oil or ENOC), and (ii) any third party Clearances required to be obtained to consummate the Acquisition, it being understood that neither Dragon Oil nor ENOC shall be required to make any payments, other than filing or other fees payable to a Governmental Authority for seeking the relevant Clearance, all such Clearances remaining in full force and effect, there being no notified intention to revoke or vary or not to renew the same at the time at which the Acquisition becomes otherwise unconditional; 

(c)    all applicable waiting periods and any other time periods during which any Governmental Authority could, in respect of the Acquisition or the acquisition or proposed acquisition of any shares or other securities (or the equivalent) in, or control of, Dragon Oil or any member of the Dragon Oil Group by ENOC, institute or implement any legal action, proceeding or suit under the laws of any jurisdiction having expired, lapsed or been terminated;

(d)    except as Disclosed, there being no provision of any arrangement, agreement, licence, permit, franchise, facility, lease or other instrument to which any member of the Dragon Oil Group is a party or by or to which any such member or any of its respective assets may be bound, entitled or be subject and which, in consequence of the Acquisition or the acquisition or proposed acquisition by ENOC of any shares or other securities (or the equivalent) in or control of Dragon Oil or any member of the Dragon Oil Group or because of a change of control or management of Dragon Oil or otherwise, would or would be reasonably expected to result (except where, in any of the following cases, the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Dragon Oil Group taken as a whole:

(i)    any monies borrowed by, or any indebtedness or liability (actual or contingent) of, or any grant available to any member of the Dragon Oil Group becoming, or becoming capable of being declared, repayable immediately or prior to their or its stated maturity;

(ii)    the creation or enforcement of any mortgage, charge or other security interest wherever existing or having arisen over the whole or any part of the business, property or assets of any member of the Dragon Oil Group or any such mortgage, charge or other security interest becoming enforceable;

(iii)    any such arrangement, agreement, licence, permit, franchise, facility, lease or other instrument or the rights, liabilities, obligations or interests of any member of the Dragon Oil Group thereunder, or the business of any such members with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated or adversely modified or any adverse action being taken or any obligation or liability arising thereunder;

(iv)    any assets or interests of, or any asset the use of which is enjoyed by, any member of the Dragon Oil Group being or falling to be disposed of or charged, or ceasing to be available to any member of the Dragon Oil Group or any right arising under which any such asset or interest would be required to be disposed of or charged or would cease to be available to any member of the Dragon Oil Group otherwise than in the ordinary course of business;

(v)    any member of the Dragon Oil Group ceasing to be able to carry on business, being prohibited from carrying on business or being subject to a restriction imposing a non-compete, exclusivity or similar restrictive covenant on the Dragon Oil Group, in each case, in any jurisdiction; or

(vi)    the creation of any material liability or liabilities (actual or contingent) by any member of the Dragon Oil Group;

unless, if any such provision exists, such provision shall have been waived, modified or amended on terms satisfactory to ENOC; 

(e)    except to the extent ENOC has given its prior written consent or where the consequences thereof would not be material (in value terms or otherwise) in the context of the Wider Dragon Oil Group taken as a whole, the Dragon Oil Group conducting its business in the ordinary course consistent with past practice in all material respects and in compliance in all material respects with all applicable laws and regulations and using reasonable endeavours to preserve substantially intact its business and goodwill;  

(f)    no member of the Dragon Oil Group agreeing to take any of the following actions except as expressly required by the Implementation Agreement or by the Scheme, or to the extent ENOC shall consent in writing:

(i)    (A) except pursuant to the exercise of options granted under the Dragon Oil Share Option Schemes prior to the date of the Implementation Agreement and then only in accordance with the existing terms of the existing Dragon Oil Share Option Schemes, issue or agree to issue any shares, or any rights or securities convertible or exchangeable into, or grant the right to call for the issue of, any shares, effect any share split, share combination, reverse share split, share dividend, recapitalisation, alter the rights attaching to any shares, or effect any reduction, repayment or cancellation of share capital or share premium or capitalise any reserves or redeem or buy-back any shares or other similar transaction, and (B) grant, confer or award any option, right, warrant, deferred stock unit, conversion right or other right not existing on the date of the Implementation Agreement to acquire any of its shares (including pursuant to the Dragon Oil Share Option Schemes);

(ii)    (A) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or pension scheme or amend any existing employee benefit plan or pension scheme (including, without prejudice to the generality of the foregoing, changing the entitlements to benefits under a pension scheme, or the benefits that accrue under a pension scheme, or the amounts payable thereunder, or the basis of calculation of such amounts, or the basis on which any pension scheme is funded), except for changes which are less favourable to participants in such plans or are required to implement the Scheme; (B) increase the base salary of any member of the Dragon Oil senior management team except in the case of increases made in the ordinary course of employee reviews and compensation adjustments as heretofore conducted; or (C) enter into or amend or otherwise modify any material agreement or material arrangement with persons that are Affiliates or officers or directors of Dragon Oil;

(iii)    directly or indirectly redeem, purchase or otherwise acquire any of Dragon Oil's Shares or any equity interest of any member of the Dragon Oil Group, other than in connection with (1) the acquisition of Dragon Oil Shares from holders of Dragon Oil Share Options in full or partial payment of the exercise price payable by such holders upon exercise of Dragon Oil Share Options outstanding as of the date of the Implementation Agreement, and (2) tax withholdings upon the exercise of Dragon Oil Share Options;

(iv)    merge with, enter into a consolidation with or enter into a scheme of arrangement with any person;

(v)    acquire an interest in any person or the whole or a substantial portion of the assets or business of any person or any division or line of business thereof or enter into any agreement or arrangement for any of the above, where the consideration for any such acquisition exceeds US$15 million individually or the aggregate consideration for all such acquisitions exceeds US$30 million;

(vi)    (A) create, incur or suffer to exist any new indebtedness to financial institutions, other than any amounts to be drawn down under any facility of Dragon Oil and/or the relevant member of the Dragon Oil Group in existence as at the date of the Implementation Agreement, provided that ENOC's consent shall not be required where the new indebtedness has been approved by a majority of the board of directors of Dragon Oil or where the aggregate amount of all such indebtedness is less than US$15 million; (B) issue, sell or amend any debt securities or warrants or other rights to acquire any debt securities of Dragon Oil or any member of the Dragon Oil Group, or guarantee any indebtedness of another person, other than a member of the Dragon Oil Group, or (C) enter into, modify, amend or terminate any commodity hedging agreement. or (D) modify, amend or terminate any facility agreement where the consequences thereof would be material;

(vii)    incur, or agree to incur, during the period from the date of the Implementation Agreement until the Effective Date, any capital expenditure in excess of US$50 million individually which is additional to such capital expenditure which Dragon Oil is contractually bound to incur at the date of the Implementation Agreement;

(viii)    enter into, modify, amend or terminate any contract or agreement relating to production sharing (save where such changes are minor and do not affect the rights, liabilities or obligations of the Dragon Oil Group);

(ix)    modify, amend or terminate the Oil Swap Contract or the relationship agreement between Dragon Oil and ENOC;  

(x)    knowingly waive, release or assign any rights or claims (including any write-off or other compromise of any accounts receivable of Dragon Oil or any member of the Dragon Oil Group) where the consequences thereof would be material; or

(xi)    commit or agree, in writing or otherwise, to take any of the foregoing actions, or otherwise agree to any action inconsistent with any of the foregoing paragraphs (e)(i) to (x).

(g)    save as Disclosed and/or save as publicly disclosed by Dragon Oil by the delivery of an announcement to the Irish Stock Exchange and/or the London Stock Exchange at any time up to 2 November 2009 (being the date of this announcement):

(i)    there not having arisen any adverse change or adverse deterioration in the business, assets, financial or commercial position or profits of Dragon Oil or any member of the Dragon Oil Group (save to an extent which would not have a material adverse effect (in value terms or otherwise) in the context of the Wider Dragon Oil Group taken as a whole;

(ii)    no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Dragon Oil Group is or would reasonably be expected to become a party (whether as plaintiff or defendant or otherwise) and no investigation by any Governmental Authority against or in respect of any member of the Dragon Oil Group having been instituted or remaining outstanding by, against or in respect of any member of the Dragon Oil Group (except where the consequences of such litigation, arbitration proceedings, prosecution or other legal proceedings would not have a material adverse effect (in value terms or otherwise) in the context of the Wider Dragon Oil Group taken as a whole) and no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Dragon Oil Group or the ENOC Group is a party having been instituted by a third party (other than a Governmental Authority) which makes the Acquisition or its implementation, or the acquisition or proposed acquisition by ENOC of any shares in, or any of the assets of, Dragon Oil or control of, Dragon Oil, void, illegal or unenforceable under the laws of any jurisdiction or otherwise, directly or indirectly, restrains, revokes, prohibits, restricts or delays the same or imposes additional or different conditions or obligations with respect thereto; and

(iii)    no contingent or other liability existing or having arisen which would reasonably be expected to have a material adverse effect;

(h)    save as Disclosed, ENOC not having discovered that any financial, business or other information concerning the Dragon Oil Group which has been publicly disclosed is materially misleading, contains a material misrepresentation of fact or omits to state a fact necessary to make the information contained therein not materially misleading; or

(i)    save as Disclosed, no member of the Dragon Oil Group being in default under the terms or conditions of any facility or agreement or arrangement for the provision of loans, credit or drawdown facilities, or of any security, surety or guarantee in respect of any facility or agreement or arrangement for the provision of loans, credit or drawdown facilities to any member of the Dragon Oil Group (save where such default is not or would not be material (in value terms or otherwise) in the context of the Dragon Oil Group taken as a whole).

(j)    for the purposes of the conditions set out above:

(i)    "Act" means the Companies Act 1963 of Ireland;

(ii)    "associated undertaking" has the meanings given by the European Communities (Companies: Group Accounts) Regulations, 1992;

(iii)    "Disclosed" means fairly disclosed in writing by or on behalf of Dragon Oil to ENOC Group or its representatives at any time up to the date hereof;

(iv)    "Dragon Oil Group" means Dragon Oil and its Subsidiaries or Subsidiary Undertakings from time to time;

(v)    "ENOC Group" means ENOC and its Subsidiaries or Subsidiary Undertakings from time to time, excluding the Dragon Oil Group;

(vi)    "material" means material (in value terms or otherwise) in the context of the Wider Dragon Oil Group taken as a whole;

(vii)    "Oil Swap Contract" means a contract between Naftiran Intertrade Company Limited and Dragon Holdings Limited, a subsidiary of Dragon Oil, dated 1 April 2000, which provides for the swap of crude oil supplied by Dragon Holdings Limited to Naftiran Intertrade Company Limited in return for equivalent quantities of crude oil;

(viii)    "Subsidiary Undertaking" means a subsidiary undertaking as defined in the European Communities (Companies: Group Accounts) Regulations, 1992;

(ix).    "Subsidiary" means a subsidiary as defined in Section 155 of the Act;

(x)    "substantial interest" means an interest in 20 per cent. or more of the voting equity capital of an undertaking; and

(xi)    "Wider Dragon Oil Group" means the Dragon Oil Group, its associated undertakings and any entities in which any member of the Dragon Oil Group holds a substantial interest.

3.    Subject to the requirements of the Panel, ENOC reserves the right (but shall be under no obligation) to waive, in whole or in part, all or any of the conditions except for 1(a), (b), (c), (d), and 2(a).

4.    The Acquisition will lapse unless all of the conditions set out above have been fulfilled or (if capable of waiver) waived or, where appropriate, have been determined by ENOC in its discretion to be or to remain satisfied on the Effective Date. 

5.    ENOC reserves the right to effect the Acquisition by way of a takeover offer. In such event, such offer will be implemented on the same terms (subject to appropriate amendments, including (without limitation) an acceptance condition set at 90 per cent. of the nominal value and voting rights of the Dragon Oil Shares to which such an offer relates and which are not already in the beneficial ownership of ENOC within the meaning of the Takeover Regulations (but capable of waiver on a basis consistent with Rule 10 of the Takeover Rules)), so far as applicable, as those which would apply to the Scheme.



Appendix II

Sources and Bases of Information

In this Announcement:

1.    Unless otherwise stated, the financial information relating to the Dragon Oil Group has been extracted from the audited consolidated financial statements of the Dragon Oil Group for the relevant financial year.

2.    The value of the entire issued and to be issued ordinary share capital of Dragon Oil is based upon 514,989,445 Dragon Oil Shares being in issue on 30 October 2009 and 3,113,332 Dragon Oil Shares which are the subject of Dragon Oil Options with an exercise price of 177 pence or less.

3.    Dragon Oil Share prices are sourced from the Daily Official List and represent Closing Prices for Dragon Oil Shares on the relevant dates.

4.    References to a percentage of Dragon Oil Shares are based on the number of Dragon Oil Shares in issue as at the close of business on 30 October 2009, being the last Trading Day before this Announcement, but do not include any shares issuable under options and other rights granted under the Dragon Oil Share Option Schemes.




  Appendix III

Definitions

The following definitions apply throughout this document, unless the context requires otherwise: 


Acquisition

the proposed acquisition of the entire issued and to be issued share capital of Dragon Oil by ENOC (other than any Dragon Oil Shares already held by ENOC), to be effected by way of the Scheme, as described in this Announcement  

Act

the Companies Act 1963 of Ireland, as amended

Affiliate

with respect to any Person, any other Person controlling, controlled by or under common control with such Person. As used in this definition, "control" (including, with its correlative meanings, "controlled by" and "under common control with") means the possession, directly or indirectly, of power to direct or cause the direction of the management and policies of a Person whether through the ownership of voting securities, by contract or otherwise

Announcement

this announcement

Arrangement

any indemnity or option arrangement and any agreement or understanding, formal or informal, of whatever nature between two or more Persons, relating to Relevant Securities of ENOC or Dragon Oil which is or may be an inducement to one or more such Persons to deal or refrain from dealing in such securities

bopd

barrels of oil per day

Business Day

any day, other than a Friday, Saturday, Sunday or public or bank holiday, on which banks are generally open for business in DublinLondonDubai and New York

Cash Consideration

455 pence in cash per Dragon Oil Share (other than those Dragon Oil Shares that are already owned by the ENOC Group) cancelled pursuant to the Scheme

Clearances

all consents, clearances, licenses, permissions, waivers, approvals, authorizations or orders that need to be obtained, all applications and filings that need to be made and all waiting periods that may need to have expired, from or under the laws, regulations or practices applied by any Governmental Authority in connection with the implementation of the Scheme and/or the Acquisition and, in each case, that constitute conditions; and any reference to conditions having been "satisfied" shall be construed as meaning that the foregoing have been obtained, or where appropriate, made or expired in accordance with the relevant condition

Closing Price

the official closing price or the middle market quotation of a Dragon Oil Share, as appropriate, as derived from the Daily Official List

Court

the High Court of Ireland

Court Meeting

the meeting or meetings of Dragon Oil Shareholders (and any adjournment thereof) convened by order of the Court pursuant to Section 201 of the Act to consider and, if thought fit, to approve the Scheme (with or without amendment), notice of which will be set out in the Scheme Document

Court Order

the order or orders of the Court sanctioning the Scheme under Section 201 of the Act and confirming the reduction of share capital provided for by the Scheme under Sections 72 and 74 of the Act

Daily Official List

the daily official list of the United Kingdom Listing Authority

Davy Corporate Finance

Davy Corporate Finance, an associate of J&E Davy, trading as Davy, of Davy House, 49 Dawson StreetDublin 2, Ireland

Dragon Oil

 Dragon Oil plc 

Dragon Oil Group

 Dragon Oil, its Subsidiaries and associated undertakings

Dragon Oil Optionholders

the holders of options to subscribe for Dragon Oil Shares under the Dragon Oil Share Option Schemes

Dragon Oil Shareholders

the holders of Dragon Oil Shares

Dragon Oil Share Option Schemes

the Dragon Oil 2002 Share Option Scheme and the Dragon Oil 2009 Share Option Scheme

Dragon Oil Share(s)

the existing unconditionally allotted or issued and fully paid ordinary shares of €0.10 each in the capital of Dragon Oil and any further such shares which are unconditionally allotted or issued before the date on which the Scheme is declared effective 

Effective

the Scheme having become effective pursuant to its terms

Effective Date

the date on which the Scheme becomes Effective

EGM or Extraordinary General Meeting

the extraordinary general meeting (and any adjournment thereof) of Dragon Oil Shareholders to be convened in connection with the Scheme to consider and, if thought fit, to approve resolutions in relation to the Scheme and the Acquisition (with or without amendment) notice of which will be set out in the Scheme Document

ENOC

Emirates National Oil Company Limited (ENOC) LLC

Euro or "€"

the single currency unit provided for in Council Regulation (EC) No. 974198 of 8 May 1998, the lawful currency of Ireland

Expenses Reimbursement Agreement

the agreement described in paragraph 11 hereof

Forms of Proxy

the forms of proxy accompanying the Scheme Document for use at the Court Meeting and the EGM 

Financial Regulator

the Irish Financial Services Regulatory Authority

FSA

means the Financial Services Authority acting in its capacity as the competent authority for the purposes of Part VI of the UK Financial Services and Markets Act 2000

GBP or pence

pounds or pence sterling, being the lawful currency of the United Kingdom of Great Britain and Northern Ireland

Goodbody Stockbrokers

the stockbroking arm of AIB Group. Goodbody Stockbrokers is regulated by the Financial Regulator and is a member firm of the Irish Stock Exchange and the London Stock Exchange. AIB and AIB Group are registered business names of Allied Irish Banks p.l.c. Allied Irish Banks, p.l.c. is regulated by the Financial Regulator

HSBC

HSBC Bank plc and affiliated entities

Implementation Agreement

the implementation agreement entered into between Dragon Oil and ENOC dated 1 November 2009 relating to, amongst other things, the implementation of the Acquisition 

Independent Committee

the independent committee of the board of Dragon Oil, comprising Mr Nigel McCue, Mr Ahmad Al Muhairbi and Mr Saeed Al Mazrooei

Irish Stock Exchange

the Irish Stock Exchange Limited 

Irish Takeover Rules

the Irish Takeover Panel Act 1997, Takeover Rules 2007 to 2008

Listing Rules

the listing rules of the Irish Stock Exchange and/or the listing rules of the Financial Services Authority in its capacity as the UK Listing Authority under the Financial Services and Markets Act 2000 as amended from time to time and contained in the Financial Services Authority's publication of the same name, as the case may be 

London Stock Exchange

London Stock Exchange plc 

Meetings

the Court Meeting and the EGM, and Meeting means either of them as the context requires

National Bank of Dubai

National Bank of Dubai PJSC

Offer Period

the period commencing on 4 June 2009 (the date of an announcement of an approach in respect of a possible offer for Dragon Oil by ENOC) and ending on the earlier of the date on which the Scheme becomes Effective and the date on which the Scheme lapses or is withdrawn (or such other date at the Panel may decide or the Takeover Rules dictate)

Offer Price

the price of 455 pence in cash per Dragon Oil Share to be offered by ENOC under the terms of the Acquisition 

Panel

the Irish Takeover Panel

Person

any individual, corporation, partnership, joint venture, association, trust, unincorporated organisation or other legal entity, or any governmental agency or political subdivision thereof

Proposals

the Scheme and other matters relevant thereto to be considered by Dragon Oil Shareholders at the Meetings

Registrar of Companies

the Registrar of Companies in DublinIreland

Relevant Securities

has the meaning as assigned by Rule 8.9 of the Irish Takeover Rules

Resolutions

the resolutions to be proposed at the Meetings to give effect to the Scheme, which will be set out in full in the Scheme Document

Restricted Jurisdiction

any jurisdiction in, into or from which the release, publishing or distribution of this Announcement in whole or in part would or might infringe the laws of that jurisdiction or would or might require compliance with any governmental or other consent or any registration or other formality that either party is unable to comply with or regards as unduly onerous to comply with

Scheme or Scheme of Arrangement

the proposed scheme of arrangement under Section 201 of the Companies Act 1963.

Scheme Document

a circular for distribution to Dragon Oil Shareholders and, for information only, to Dragon Oil Optionholders containing: (i) the Scheme; (ii) the notice or notices of the Court Meeting and EGM; (iii) an explanatory statement as required by Section 202 of the Companies Act with respect to the Scheme; (iv) such other information as may be required or necessary pursuant to the Act, the Irish Takeover Rules or the Listing Rules; and (v) such other information as ENOC and Dragon Oil shall agree

Scheme Record Time

means 6.00pm on the Business Day before the Scheme becomes Effective

Scheme Shareholders

the holders of the Scheme Shares

Scheme Shares


  • The Dragon Oil Shares in issue at the date of the Scheme Document;

  • (if any) Dragon Oil Shares issued after the date of the Scheme Document and before the Voting Record Time; and

  • (if any) Dragon Oil Shares issued at or after the Voting Record Time and before the Scheme Record Time, either on terms that the original or any subsequent holders of such shares shall be bound by the Scheme, or in respect of which the original or any subsequent holders of such shares are, or shall have agreed in writing to be, bound by the Scheme,

in any case, other than any Dragon Oil Shares held or beneficially owned by ENOC or any of its Subsidiary Undertakings

Standard Chartered Bank

Standard Chartered Bank Plc

Trading Day

Any day, on which the London Stock Exchange is open

"United Kingdom Listing Authority" or "UK Listing Authority" or "UKLA"

means the Financial Services Authority of the United Kingdom acting in its capacity as the competent authority for the purposes of the Financial Services and Markets Act 2000

US$

United States dollars, being the lawful currency of the United States

Voting Record Time

the date and time specified in the Scheme Document by reference to which entitlements to vote on the Scheme will be determined 


Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Any reference to any legislation is to Irish legislation unless specified otherwise.


This information is provided by RNS
The company news service from the London Stock Exchange
 
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