Recommended cash offer (the “Offer”) by Emirates National Oil Company Ltd. (ENOC) L.L.C. (“ENOC”), for the entire issued and to be issued share capital of Dragon Oil plc (the “Company”) not already owned by ENOC.
ACCESS TO THIS SECTION OF THE WEBSITE (“MICROSITE”) MAY BE RESTRICTED UNDER SECURITIES LAWS IN CERTAIN JURISDICTIONS. THIS NOTICE REQUIRES YOU TO CONFIRM CERTAIN MATTERS (INCLUDING THAT YOU ARE NOT RESIDENT IN SUCH A JURISDICTION) BEFORE YOU MAY OBTAIN ACCESS TO THE INFORMATION. THE INFORMATION IS NOT DIRECTED AT, AND IS NOT INTENDED TO BE ACCESSIBLE BY, PERSONS RESIDENT IN ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE LAWS OF THAT JURISDICTION (A “RESTRICTED JURISICTION”).
This Microsite contains (or will contain) announcements, documents and other information (together, the “Information”) in connection with the Offer. The Information contained in this Microsite is made available in good faith for information purposes only and is subject to the terms and conditions set out below.
The Information contained in this Microsite does not constitute an offer to sell or otherwise dispose of, or any invitation or solicitation of, any offer to purchase or subscribe for any securities pursuant to the Offer or otherwise in any jurisdiction in which such offer or solicitation is unlawful.
Please read this notice carefully – it applies to all persons who view the Microsite to access Information and, depending on who you are and where you live, it may affect your rights. This notice and the Information contained in this Microsite may be altered or updated from time to time, and should be read carefully each time you visit this part of the website. The Information speaks only at the date of the relevant information reproduced on this Microsite. The Company does not have, and does not accept, any responsibility or duty to update any such Information and reserves the right to add to, remove or amend any Information reproduced on this Microsite at any time.
The full terms and conditions of the Offer will be set out in the formal offer documentation (the “Offer Document”). In considering the Offer, shareholders of the Company should only rely on the information contained, and procedures described, in the Offer Document.
The Information contained in this Microsite is not for publication or distribution, directly or indirectly, in or into any Restricted Jurisdiction, and the availability of such Information (and any related offer) to shareholders who are resident in, or citizens or nationals of, jurisdictions outside the Ireland or the United States, or to agents, nominees, custodians or trustees for such persons, may be restricted by the laws of the relevant jurisdictions. Persons receiving such documents (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to observe such restrictions and/or requirements may constitute a violation of the securities laws of any such jurisdiction. To the fullest extent permitted by applicable law, the companies involved in the Offer disclaim any responsibility or liability for the violations of any such restrictions by any person. If you are not resident in, or a citizen or national of, a Restricted Jurisdiction, you may access the Information contained in this Microsite but you must first inform yourself about and observe any applicable legal requirements of your jurisdiction. If you are not permitted to view any information in relation to the Offer by virtue of applicable laws or regulatory requirements, please do not enter this Microsite.
The Offer will not be made, directly or indirectly, in or into any jurisdiction where it would be unlawful to do so, or by use of mail, or by any means or instrumentality (including, without limitation, telephonically or electronically) of interstate or foreign commerce, or by any facility of a national securities exchange of any jurisdiction where it would be unlawful to do so, and the Offer will not be capable of acceptance by any such mail, means, instrumentality or facility from or within any jurisdiction where it would be unlawful to do so.
If you are not permitted to view the Information contained in this Microsite, or viewing such information would result in a breach of the above, or if you are in any doubt as to whether you are permitted to view such information, please exit this web page or click the “decline” button below and seek independent advice. Neither the Company nor any of their respective advisers, assumes any responsibility for any violation by any person of any of these restrictions.
Notice to US holders of the Dragon Oil Shares
The Offer will be made in the United States pursuant to the applicable US tender offer rules and otherwise in accordance with the requirements of the Irish Takeover Rules. Accordingly, the Offer will be subject to disclosure and other procedural requirements, including with respect to withdrawal rights, offer timetable, settlement procedures and timing of payments, that are different from those applicable under US domestic tender offer procedures and law.
The receipt of cash pursuant to the Offer by a US holder of Dragon Oil Shares (as defined in the Rule 2.5 Announcement) may be a taxable transaction for US federal income tax purposes and under applicable state and local, as well as foreign and other tax laws. Each holder of Dragon Oil Shares is urged to consult his independent professional advisor immediately regarding the tax consequences of acceptance of the Offer.
The Offer is being made for the securities of an Irish company and is subject to Irish disclosure requirements, which are different from those of the United States. The financial information included in this announcement, if any, has been prepared in accordance with International Financial Reporting Standards as adopted by the European Union and thus may not be comparable to financial information of US companies or companies whose financial statements are prepared in accordance with generally accepted accounting principles in the United States
It may be difficult for US holders of Dragon Oil Shares to enforce their rights and claims arising out of the US federal securities laws, since ENOC and Dragon Oil are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. US holders of Dragon Oil Shares may not be able to sue a non-US company or its officers or directors in a non-US court for violations of the US securities laws. Further, it may be difficult to compel a non-US company and its affiliates to subject themselves to a US court’s judgement.
The Information contained in this Microsite does not constitute an offer of securities for sale in the United States. No offer to acquire securities or to exchange securities for other securities has been made, or will be made, directly or indirectly, in or into, or by the use of the mails of, or by any means or instrumentality of interstate or foreign commerce or any facilities of a national securities exchange of, the United States or any other country in which such offer may not be made other than: (i) in accordance with the tender offer requirements under the Exchange Act, or the securities laws of such other country, as the case may be, or: (ii) pursuant to an available exemption from such requirements.
Neither the US Securities and Exchange Commission nor any US state securities commission has approved or disapproved the Offer, or passed comment upon the adequacy or completeness of any of the Information contained in this Microsite. Any representation to the contrary is a criminal offence in the United States.
In accordance with normal Irish practice and pursuant to Rule 14e-5(b) of the US Exchange Act, ENOC or its nominees, or its brokers (acting as agents), may from time to time make certain purchases of, or arrangements to purchase, Dragon Oil Shares outside of the United States, other than pursuant to the Offer, before or during the period in which the Offer remains open for acceptance. These purchases may occur either in the open market at prevailing prices or in private transactions at negotiated prices. Any information about such purchases will be disclosed as required in Ireland by a RIS announcement and will be available on the Irish Stock Exchange’s website at www.ise.ie. If such purchases or arrangements to purchase are made they will be made outside the United States and will comply with applicable law, including the Exchange Act.
Certain Information contained in this Microsite, including information included or incorporated by reference into such Information, contains statements which are, or may be deemed to be, “forward-looking statements” which are prospective in nature. All statements other than statements of historical fact may be forward-looking statements. They are based on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Often, but not always, forward-looking statements can be identified by the use of forward-looking words such as “plans”, “expects”, “is expected”, “is subject to”, “budget”, “scheduled”, “estimates”, “forecasts”, “intends”, “anticipates”, “believes”, “targets”, “aims”, “projects” or words or terms of similar substance or the negative of them, as well as variations of such words and phrases or statements that certain actions, events or results “may”, “could”, “should”, “would”, “might” or “will” be taken, occur or be achieved. Forward-looking statements would also include, without limitation, any projections relating to results of operations and financial conditions of Dragon Oil and its subsidiaries from time to time, as well as plans and objectives for future operations, expected future revenues, financing plans, expected expenditures and divestments relating to the Dragon Oil Group and discussions of the Dragon Oil Group’s business plan. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations.
Such forward-looking statements involve risks and uncertainties that could significantly affect expected results and are based on certain key assumptions. Many factors could cause actual results to differ materially from those projected or implied in any forward-looking statements. Due to such uncertainties and risks, persons who access this Microsite are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date of the relevant Information. Each member of the Dragon Oil Group, and their respective members, directors, officers, employees, advisers and any person acting on their behalf, expressly disclaim any intention or obligation to update or revise any forward-looking or other statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
THE INFORMATION CONTAINED IN THIS MICROSITE MAY NOT BE DOWNLOADED, FORWARDED, TRANSMITTED OR SHARED WITH ANY OTHER PERSON EITHER IN WHOLE OR IN PART WHERE TO DO SO WOULD OR MAY CONSTITUTE A BREACH OF ANY APPLICABLE LOCAL LAWS OR REGULATIONS.
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