Dragon Oil : Offer Document Posted

RNS Number : 2885S

Dragon Oil PLC

06 July 2015

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

6 July 2015

For immediate release

RECOMMENDED CASH OFFER

By

EMIRATES NATIONAL OIL COMPANY LTD. (ENOC) L.L.C.

FOR THE SHARES IN

DRAGON OIL PLC

NOT ALREADY OWNED BY ENOC

DESPATCH OF OPTION PROPOSAL LETTERS AND AWARD PROPOSAL LETTER

1. DESPATCH OF OPTION PROPOSAL LETTERS AND AWARD PROPOSAL LETTER

Dragon Oil and ENOC wish to announce that letters dated 1 July 2015 containing (i) details of the proposal to holders of outstanding options (the '2002 Optionholders') under the Dragon Oil Share Option Scheme 2002 (the '2002 Share Option Scheme Proposal') (ii) details of the proposal to holders of outstanding options (the '2009 Optionholders') under the Dragon Oil Share Option Scheme 2009 (the '2009 Share Option Scheme Proposal'); and (iii) details of the proposal to holders of awards under the Dragon Oil 2014 Long Term Incentive Plan (the '2014 LTIP Proposal') (each, a 'Proposal' and together, the 'Proposals') have been despatched together with the accompanying forms. Enclosed with the 2002 Share Option Scheme Proposal and 2009 Share Option Scheme Proposal is an acceptance form. Enclosed with the 2014 LTIP Proposal is a nomination form.

Electronic copies of the Proposals and the accompanying acceptance forms are available on Dragon Oil's website athttp://www.dragonoil.com/investors/recommended-cash-offer/.

2. REQUEST FOR PROPOSALS

If you are a 2002 Optionholder, a 2009 Optionholder or a holder of awards and you do not receive the relevant Proposal together with the accompanying acceptance/ nomination form and a copy of the Offer Document within a week of the date of this Announcement, please contact the Offeror through its receiving agent, Capita Asset Services, immediately:

2.2.1 by post at Capita Asset Services, Shareholder solutions, at P.O. Box 7117, Dublin 2, Ireland;

2.2.2 in person (during normal business hours only) at Capita Asset Services, Shareholder solutions, 2 Grand Canal Square, Dublin 2, Ireland;

2.2.3 on 01 5530050 (or +353 1 5530050, if telephoning from outside Ireland).

3. PROCEDURE FOR ACCEPTANCE

Full details of the procedures and other details of the proposals are set out in the Proposals and in the forms enclosed therein. You are advised to read the Offer Document, the Proposals and the form enclosed therein in their entirety.

4. CLOSING DATE

Acceptance of the 2002 Share Option Proposal and the 2009 Share Option Proposal must be received no later than 3p.m. on 30 July 2015.

Enquiries:

Legal Information

The release, publication or distribution of this announcement in or into certain jurisdictions may be restricted by the laws of those jurisdictions. Accordingly, copies of this announcement and all other announcements relating to the Offer are not being, and must not be, released, published, mailed or otherwise forwarded, distributed or sent in, into or from any Restricted Jurisdiction. Persons receiving such announcements (including, without limitation, nominees, trustees and custodians) should observe these restrictions. Failure to do so 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.

The directors of Dragon Oil accept responsibility for the information contained in this announcement relating to Dragon Oil, the Dragon Oil Group, the directors of Dragon Oil and members of their immediate families, related trusts and persons connected with them. To the best of the knowledge and belief of the directors of Dragon Oil (who have taken all reasonable care to ensure such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The members of the Independent Committee accept responsibility for the information in relation to the Offer contained in this announcement. To the best of the knowledge and belief of the members of the Independent Committee (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement for which they accept responsibility is in accordance with the facts and does not omit anything likely to affect the import of such information.

The Directors of ENOC accept responsibility for the information contained in this announcement other than that relating to Dragon Oil, the Dragon Oil Group, the directors of Dragon Oil and members of their immediate families, related trusts and persons connected with them and the information which is the responsibility of the Independent Committee contained herein. To the best of the knowledge and belief of the Directors of ENOC (who have taken all reasonable care to ensure that such is the case), the information contained in this announcement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Barclays, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and the Prudential Regulation Authority, is acting exclusively for ENOC and for no-one else in connection with the matters set out in this announcement and will not be responsible to anyone other than ENOC for providing the protections afforded to clients of Barclays nor for providing advice in connection with the matters set out in this announcement.

BofA Merrill Lynch, a subsidiary of Bank of America Corporation, is acting exclusively for ENOC and for no one else in connection with the Offer and will not be responsible to anyone other than ENOC for providing the protections afforded to its clients or for providing advice in relation to the Offer.

Nomura, which is authorised by the Prudential Regulation Authority and regulated in the United Kingdom by the Financial Conduct Authority and Prudential Regulation Authority, is acting exclusively for the Independent Committee and no one else in connection with this announcement and will not be responsible to anyone other than the Independent Committee for providing the protections afforded to clients of Nomura nor for providing advice in connection with this announcement or any matter referred to herein. Davy, which is authorised and regulated by the Central Bank of Ireland, is acting exclusively for the Independent Committee and no one else in connection with this announcement and will not be responsible to anyone other than the Independent Committee for providing the protections afforded to clients of Davy nor for providing advice in connection with this announcement or any matter referred to herein

A copy of this announcement will be available at www.dragonoiloffer.com and at http://www.dragonoil.com/investors/recommended-cash-offer/. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.

This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.

The company news service from the London Stock Exchange

END

ODPXQLFBEDFLBBE

distributed by