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 A cquisition 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 Acquisition , Dragon 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:
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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;
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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
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65.1 per cent. to the average daily Closing Price of approximately 27 6 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 exceptions , to 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 Oil . ENOC 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.
