Shareholders wishing to accept after the deadline need to write a short cover letter stating their intention to accept and, if they do not plan to use re-unification services offered by Capita, add that they are claiming their entitlement directly, then send it with their original share certificate (using recorded delivery) to
Dragon Oil
c/o Capita Asset Services
P.O. Box 7117
Dublin 2
Ireland
Frequently Asked Questions
f you have questions on the acceptance process, please call:
Capita Asset Services, Shareholder solutions helpline on telephone number 01 5530050 (or 00 353 1553 0050, if telephoning from outside Ireland).
On 2 August 2015, the Board of ENOC announced a revision to the Original Offer price of 750 pence for each Dragon Oil Share (the “Increased Offer”). Under the terms of the Increased Offer, effective immediately, Dragon Oil Shareholders will be entitled to receive 800 pence in cash for each Dragon Oil Share.
An Offer document was posted to Dragon Oil shareholders on 1 July 2015. This document contains full details of the Offer and further instructions for Dragon Oil shareholders.
Action to be taken
Dragon Oil Shareholders who have not yet accepted the Offer are urged to do so as soon as possible. You will need to write a short cover letter stating your intention to accept and, if you do not plan to use re-unification services offered by Capita, add that you are claiming your entitlement directly, then send it with your original share certificate (using recorded delivery) to
Dragon Oil
c/o Capita Asset Services
P.O. Box 7117
Dublin 2
Ireland
Provided your paperwork is safely received and is in order, payment (a cheque) will be posted within six to eight weeks.
In coming to a view on its recommendation, the Independent Committee has taken into account the value being offered by ENOC today and the Independent Committee’s views on the current position and the future prospects of Dragon Oil. The Independent Committee, assisted by its financial advisers, Nomura and Davy, has modelled numerous macro and operational growth scenarios and undertaken a detailed valuation exercise of the assets and prospects of the Dragon Oil Group. In addition, the Independent Committee has engaged with minority shareholders throughout its consideration of the proposed transaction.
The Independent Committee has confidence in the management of Dragon Oil and the future prospects of the Dragon Oil Group and is of the view that the Offer reflects these prospects, offering Dragon Oil minority shareholders an attractive exit price, and is in the best interests of Dragon Oil minority shareholders as a whole.
The Independent Committee, which has been so advised by Nomura and Davy Corporate Finance, considers the terms of the Acquisition to be fair and reasonable for the minority shareholders of Dragon Oil. In providing their advice, Nomura and Davy Corporate Finance have taken into account the commercial assessments of the Independent Committee. Accordingly, the Independent Committee unanimously recommends that the minority shareholders of Dragon Oil accept the Offer.
The background to and reasons for the recommendation of Independent Committee, together with an update in relation to certain aspects of the Dragon Oil business, are set out in full in the Rule 2.5 announcement issued via RNS on 15 June 2015. Shareholders are advised to read the Rule 2.5 announcement in full.
ENOC has taken the strategic decision to become a fully integrated global oil and gas company and is looking to further diversify its sources of cash flow by operationally consolidating its upstream footprint. The combination of ENOC’s existing downstream and midstream positions and operating skillset with Dragon Oil’s upstream assets and operating experience represents a key step towards creating an international integrated oil and gas company.
The background to and reasons for the Offer are set out in the announcement issued by ENOC on 15 June 2015. Shareholders are advised to read this announcement in full.
The Independent Committee comprises the Company’s Senior Independent Non-executive Director Mr Thor Haugnaess as Chairman along with Mr Saeed Al Mazrooei and Mr Justin Crowley. The Independent Committee is being advised by Nomura International plc and Davy Corporate Finance. Mr Ahmad Al Muhairbi resigned from the independent committee of the Board of Dragon Oil effective 13 July 2015 as a result of his appointment as a Director to the Board of ENOC on 12 July 2015.
Committee Members
Mr Haugnnaess, Independent Committee Chairman, has over 30 years’ experience in the upstream oil and gas industry, predominantly in the oilfield services with the Schlumberger group of companies in a variety of management roles. Between 2003 and 2006, Mr Haugnaess was the President for the Norwegian drilling contractor, Ocean Rig ASA, which was listed on the Oslo Stock Exchange. Mr Haugnaess is Vice Chairman of Visuray Plc and alternate Non-executive Director at XCounter AB.
Mr Al Mazrooei joined Arco International in 1985 to work on various aspects of their gas business and then he played a central role in the development of the Dolphin Project, to transport gas from Qatar to the UAE for power generation purposes. Mr Al Mazrooei is also President and CEO of Emirates Aluminium and a Board Member of Emirates Nuclear Energy Corporation (ENEC).
Mr Crowley had an extensive audit career with PricewaterhouseCoopers and with two UK-based mid-tier auditing firms as a Director prior to joining BDO International. His working experience covers external audit services; internal audit, risk management, corporate governance, compliance audit; as well as forensic audit and corporate advisory. Crowley is an Audit and Assurance Partner at BDO International specialising in regulated industries, the oil and gas sector and other manufacturing and industrial sectors. He is a member of the Institute of Chartered Accountants in England and Wales.
