Ensco to Move Corporate Headquarters to UK
Ensco announced that its Board of Directors has unanimously approved a plan to change the Company's corporate structure. The contemplated restructuring is designed to further enhance Ensco's worldwide business operations.
Under the proposed plan, Ensco's legal domicile would change from Delaware to the U.K., where the corporate headquarters would be relocated. Ensco has substantial operations in the U.K. and most of the Company's senior executive officers would be based in the U.K. under the contemplated restructuring. The plan is subject to approval by the majority of Ensco's stockholders.
Ensco's Board believes the proposed plan would provide many benefits, including:
- enhance management efficiencies resulting from the U.K. time zone overlap with geographies where Ensco operates;
- improve access to key customers;
- enhance access to European institutional investors;
- improve customer and investor perceptions that Ensco is a truly global offshore drilling contractor with expanding deepwater operations; and
- allow Ensco to benefit from the U.K.'s developed tax regime and extensive tax treaty network, and potentially achieve a global effective tax rate comparable to that of some of Ensco's global competitors.
Ensco will continue to conduct the same business operations when the proposed restructuring is completed. The new U.K. parent company will be named Ensco International plc (Ensco UK).
Chairman, President and Chief Executive Officer Dan Rabun stated, "Relocating most of our senior executives to a new corporate office in the U.K., where we currently have substantial operations, is a logical next step in Ensco's evolution as a global offshore drilling contractor. The new corporate headquarters will facilitate executive oversight of our global operations and senior executives will be closer to more of our customers." Mr. Rabun added, "We expect a smooth transition, and we look forward to achieving the anticipated benefits for customers, employees and shareholders as we move forward."
The plan approved by the Board provides that, following stockholder approval and certain other conditions being satisfied or waived, each issued and outstanding share of the common stock of Ensco International Incorporated (Ensco Delaware) will be converted into the right to receive one American depositary share (ADS), which will represent one Class A Ordinary Share of Ensco UK and is evidenced by an American depositary receipt (ADR). Ensco UK's ADSs are expected to trade on the New York Stock Exchange (NYSE) under the symbol "ESV", the current symbol for the Company's common stock.
Ensco will remain subject to U.S. Securities and Exchange Commission (SEC) reporting requirements, the mandates of the Sarbanes-Oxley Act and the applicable corporate governance and listing rules of the NYSE. Ensco will continue to report its financial results in U.S. dollars under U.S. generally accepted accounting principles, in addition to any applicable reporting requirements of English law.
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