In the announcement by the Independent Committee and ENOC on November 17, 2009, ENOC confirmed that, whether or not the Acquisition is successful, ENOC remains a committed long-term majority shareholder in Dragon Oil. Since that announcement, the Independent Committee and ENOC have become aware of media speculation that ENOC's position in relation to the Dragon Oil Shares it holds may have changed.
The Board of ENOC has confirmed again to the Independent Committee that ENOC remains a committed long-term majority shareholder in Dragon Oil. In support of this commitment, the Board of ENOC has undertaken to the Independent Committee that it will not sell, or accept any offer (including any partial offer) for, the shares ENOC holds in Dragon Oil until at least December 31, 2011.
The Board of ENOC also confirms that the Acquisition will continue to be structured as a takeover scheme of arrangement and that no application will be made to the Irish Takeover Panel for consent to structure the Acquisition as a takeover offer.
The Board of ENOC continues to believe that the Acquisition represents a highly attractive outcome for the minority shareholders of Dragon Oil.
The cash offer of 455 pence per Dragon Oil Share will provide the minority shareholders of Dragon Oil with the opportunity to realize a cash exit at a significant premium of 34.6 percent to the Closing Price of 338 pence per Dragon Oil Share on June 3, 2009, the last Trading Day prior to the announcement by Dragon Oil that it had received an approach in relation to a possible offer.
The Independent Committee (having been so advised by Davy Corporate Finance and HSBC) believes that the terms of the proposed Acquisition by ENOC are fair and reasonable for the minority shareholders of Dragon Oil, and unanimously recommends that Dragon Oil Shareholders vote in favour of the Acquisition at the Court Meeting and EGM to be held on December 11, 2009.
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