NR offer passed by sharholder by number but rejected on shareholders by value
posted on
Dec 11, 2009 03:37PM
Edit this title from the Fast Facts Section
The Independent Committee of Dragon Oil plc announces that at the meeting of Dragon Oil shareholders other than ENOC convened by order of the Irish High Court and held today in connection with the Acquisition and the Scheme of Arrangement the resolution noted in the Notice of Court Meeting set out at Part IX of the Scheme Document published on 18 November 2009 (the "Resolution" ) was not passed by the requisite majorities.
The vote on the Resolution was conducted on a poll and , while the Resolution was passed by in excess of 50% of shareholders in number, it was not also passed by 75% of shareholders by value as required by Section 201 of the Companies Act 1963.
The results of the poll on the Resolution were as follows:
In Person |
By Proxy |
Total |
||
Present and Voting [Note 1] |
(a) Number of shareholders |
59 |
7039 |
7098 |
(b) Holding of shares |
396 , 747 |
142,436,422 |
142,833,169 |
|
For [Note 2] |
(a) Number of shareholders |
13 |
5,353 |
5 , 366 |
(b) Holding of shares |
51,217 |
69,826,359 |
69,877,576 |
|
(c) Percentage of shareholders voting |
0.18 |
75.42 |
75.60 |
|
(d) Percentage of shares voting |
0.04 |
48.89 |
48.92 |
|
Against |
(a) Number of shareholders |
46 |
1,686 |
1,732 |
(b) Holding of shares |
345,530 |
72,610,063 |
72,995,593 |
|
(c) Percentage of shareholders voting |
0.65 |
23.75 |
24.40 |
|
(d) Percentage of shares voting |
0.24 |
50.84 |
51.08 |
|
Withheld [Note 1] |
(a) Number of shareholders |
1 |
113 |
114 |
(b) Holding of shares |
600 |
90,977 |
91 , 577 |
Note 1: Where a Form of Proxy mandated that the vote be withheld, the proxy did not vote, and that member was not
included as a member "present and voting" within the meaning of section 201(3) of the Companies Act 1963.
Note 2: Where a Form of Proxy allowed the Chairman discretion to vote, the Chairman exercised that discretion to vote in
favour of the Scheme. The Chairman held Forms of Proxy allowing him discretion from 374 members h olding in the
aggregate 413,895 .
The total number of votes validly cast was 142,833,169 , representing 27. 74 % of the Company's issued share capital at close of business on the day before the Court Meeting and representing 57.20% of the Scheme Shares (as defined in the Scheme Document).
Since the Resolution was not passed by the required majorities, the Acquisition will not take place. As a result, Dragon Oil remains a majority owned subsidiary of ENOC and will not become a wholly owned subsidiary of ENOC and the other effects of the Scheme of Arrangement set out in Part IV of the Scheme Document will not now take place.
The special resolutions put to the Extraordinary General Meeting convened in accordance with the Notice of EGM set out at Part X of the Scheme Document were passed , the details of the votes being as follows:
Special Resolution |
Votes FOR |
% |
Votes AGAINST |
% |
Votes TOTAL |
Votes WITHHELD |
No 1 |
338,434,622 |
82.01 |
74,257,121 |
17.99 |
412,691,743 |
137,011 |
No 2 |
338,393,314 |
82.06 |
73,998,751 |
17.94 |
412,392,065 |
340,743 |
The total number of votes validly cast on Resolution 1 was 412,691,743 , representing 80.14% of the Company's issued share capital at close of business on the day before the Court Meeting.
The total number of votes validly cast on Resolution 2 was 412,392,065 , representing 80.08% of the Company's issued share capital at close of business on the day before the Court Meeting.
As the Scheme was not approved, the se special resolutions do not take effe c t.
Commenting on behalf of the Independent Committee of Dragon Oil, Mr. Nigel McCue, the Chairman of the Independent Committee of Dragon Oil, said:
" On behalf of the Independent Committee, I acknowledge today's vote.
I am satisfied that we were right to recommend the offer made by ENOC. We undertook extensive due diligence, received expert advice and sought, at all times, to achieve what we believed to be the best outcome for minority shareholders.
As was laid out at the time the offer was made public, we recommended the deal because we felt strongly it offered a fair and reasonable price for the minority shares in Dragon Oil. In arriving at our decision we had to take into account ENOC's majority controlling shareholding and its irrevocable undertaking not to sell or accept any offer for that shareholding which made it impossible for the Independent Committee to engage with other parties because no alternative offer would be capable of completion. Subsequently, the Independent Committee recognised that ENOC has lengthened its undertaking not to sell until 31 December 2011.
It was a full cash offer from the Company's majority shareholder that we believed fairly valued the assets and prospects of Dragon Oil and was at a significant 34% premium to the price of Dragon Oil's shares before ENOC first indicated their interest.
Nevertheless, the offer has been rejected and my colleagues and I accept and respect the decision without reservation. "
Commenting on behalf of Dragon Oil, Dr. Abdul Jaleel Al Khalifa, Chief Executive Officer of Dragon Oil said:
"We remain committed to working for the benefit of all our shareholders, employees and host government. 2009 has been an eventful year for Dragon Oil and we believe the experience and changes we have gone through as an organisation make us stronger and no less determined to grow the business and translate our strategy into shareholder value. "