Dragon Oil : Recommended Cash Offer for Dragon Oil plc

June 17, 2015 at 05:43 am EDT

RNS Number : 1054Q

Emirates National Oil Company Ltd

15 June 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.

15 June 2015

For immediate release

RECOMMENDED CASH OFFER

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

FOR THE SHARES IN

DRAGON OIL PLC ('DRAGON OIL')

NOT ALREADY OWNED BY ENOC

Summary

· The board of ENOC and the independent committee of the board of Dragon Oil (the 'Independent Committee') are pleased to announce that they have reached agreement on the terms of a recommended cash offer for the entire issued and to be issued share capital of Dragon Oil not already owned by ENOC.

· Under the terms of the Offer, Dragon Oil Shareholders will be entitled to receive:

750 pence in cash for each Dragon Oil Share

· The Offer values the entire issued and to be issued share capital of Dragon Oil at approximately £3.7 billion and the issued and to be issued share capital of Dragon Oil not already owned by ENOC at approximately £1.7 billion.

· The Offer will be conducted by way of a contractual takeover offer and will be conditional upon (amongst other things) the receipt of valid acceptances in respect of a majority of the Dragon Oil minority shareholders (equivalent to approximately 23 per cent. of Dragon Oil Shares in issue at the date of this announcement). Once this acceptance threshold has been reached, ENOC intends to procure the de-listing of the Dragon Oil Shares from the Irish Stock Exchange and the London Stock Exchange.

· The Offer provides an attractive opportunity for Dragon Oil Shareholders to realise their investment, at a significant premium and in cash. The Offer represents a premium of approximately:

· 47.2 per cent to the Closing Price of 509.5 pence per Dragon Oil Share on 13 March 2015 (being the business day immediately before the date of the first approach by ENOC);

· 40.9 per cent to the volume weighted average Dragon Oil Share price of 532.5 pence over the 90 day period ended 13 March 2015; and

· on a cash adjusted basis, 93.3 per cent referencing the Closing Price of 509.5 pence per Dragon Oil Share on 13 March 2015.

· The Offer represents a substantial increase to the initial proposal put forward to the Independent Committee on 15 March 2015.

· The Offer will be fully financed from ENOC's existing cash resources and has no pre-conditions.

· The Offer Document, containing further information about the Offer, will be published, other than with the consent of the Panel, within 28 days of this announcement and will be made available at www.dragonoiloffer.com and also at www.dragonoil.com/investors.

· Commenting on the Offer on behalf of ENOC, Saif Al Falasi, Group Chief Executive said:

'Following our announcement on 21st May, outlining a possible cash offer for Dragon Oil, we met with a number of shareholders in order to give them the opportunity to provide feedback. As a direct result of these discussions, we decided to further improve our Offer to 750 pence per share, which the Independent Committee at Dragon Oil has recommended.

As a long term and supportive shareholder, we appreciate Dragon Oil's achievements to date. We believe that Dragon Oil has now achieved as much as is possible through its existing upstream strategy. Moreover, with production close to plateau at its sole producing asset and with an uncertain market backdrop, this Offer provides Dragon Oil's minority shareholders certainty and a clear opportunity to realise significant cash today.

ENOC's Board and I have great respect for the Board and management of Dragon Oil and we look forward to working with them and the Independent Committee on successfully completing this recommended Offer.'

· Commenting on the Offer on behalf of the Independent Committee, Thor Haugnaess, Chairman of the Independent Committee said:

'The Independent Committee believes that ENOC's cash offer, which is the result of extensive negotiations between the Independent Committee and ENOC, reflects the achievements and future prospects of the Dragon Oil Group and offers Dragon Oil minority shareholders an opportunity to exit at an attractive price.'

About ENOC

ENOC is a diversified energy group, operating over 30 active subsidiaries and joint ventures, with activities ranging from refining and marketing, oil trading, gas processing, terminalling and storage services, oil related shipping activities, LPG - fuel distribution, marketing of aviation fuel, lubricants and chemicals, bunkering, retailing (approximately 115 retail service stations serving in excess of 70 million customers annually), and oil and gas exploration and production (through ENOC's 53.9 per cent. ownership of the existing issued share capital of Dragon Oil).

ENOC has over 6,500 employees and achieved a turnover of approximately US$20.9 billion in 2014. ENOC is effectively wholly-owned by the Investment Corporation of Dubai, which is itself wholly-owned by the Government of Dubai.

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 skillset with Dragon Oil's upstream operating experience represents a key step towards creating an international integrated oil and gas company.

About Dragon Oil

Dragon Oil is an independent oil and gas exploration and production company, registered in Ireland with company registration number 35228. It has a primary listing on the Irish Stock Exchange and its shares are traded on the premium segment of the Main Market of the London Stock Exchange. It has its headquarters in Dubai. Approximately 53.9 per cent of the existing issued share capital of Dragon Oil is currently held by ENOC.

Dragon Oil's principal producing asset is a 100 per cent operated interest in a Production Sharing Agreement ('PSA') for the exploration, development and production of oil and gas resources in the Cheleken contract area in the eastern section of the Caspian Sea, offshore Turkmenistan. The area comprises two oil and gas fields, Dzheitune (Lam) and Dzhygalybeg (Zhdanov). The PSA has an initial term of 25 years and will expire in May 2025. Dragon Oil has an exclusive right during the term to negotiate for an extension of the PSA for a further period of not less than 10 years. As of 31 December 2014, the Cheleken contract area held remaining gross proven and probable reserves of 663 million barrels of oil and condensate and 1.3 TCF of gas.

In addition, over the past four years, the Dragon Oil Group has diversified its asset base through exploration blocks in Iraq (Block 9), Algeria (Tinrhert Nord Perimeter and Msari Akabli Perimeter), Egypt (East Zeit Bay), Afghanistan (Sanduqli and Mazar-i-Sharif blocks), Tunisia (the Bargou Exploration Permit) and the Philippines (Service Contract 63). Current anticipated exploration expenditure is approximately US$ 50 million to 100 million per annum in 2015 and 2016.

Additional information is available at www.dragonoiloffer.com and also at www.dragonoil.com/investors, including a copy of this announcement and frequently asked questions. Pursuant to Rule 2.6(c) of the Irish Takeover Rules, this announcement will be available to ENOC employees on ENOC's intranet,http://myenoc/default.aspxand will also be made available to Dragon Oil employees.

This summary should be read in conjunction with the full text of the attached announcement and appendices. The Offer is subject to the Conditions set out in Appendix 1 to this announcement and the further terms to be set out in the Offer Document and the Form of Acceptance. The sources and basis of information contained in this announcement are set out in Appendix 2. Certain expressions used in this announcement are defined in Appendix 3.

Barclays is acting as financial adviser, Arthur Cox is acting as legal adviser in Ireland and Freshfields Bruckhaus Deringer LLP is acting as legal adviser in relation to English law matters to ENOC.

Nomura and Davy are acting as joint financial advisers, Mason Hayes & Curran is acting as legal adviser in Ireland and Allen & Overy LLP is acting as legal adviser in relation to English law matters to Dragon Oil.

Enquiries:

ENOC Aakash Nijhawan Norman Blake Vedant Venkatesh Aya Yassein Mariya Idenova	+971 4 313 4700
Barclays Bank PLC, acting through its Investment Bank ('Barclays') (Financial Adviser to ENOC) Julian Vickers Derek Shakespeare Khaled El Dabag Simon Oxley Hugh Moran	+44 (0) 20 7623 2323
Bell Pottinger (communications adviser to ENOC) Gavin Davis Lorna Cobbett Henry Lerwill Dragon Oil Anna Gavrilova, Investor Relations Nomura International plc (Joint Financial Adviser and Joint Corporate Broker to Dragon Oil) Andrew Forrester John Bigham Henry Phillips Nicholas Marren Wouter Leemhuis Davy (Joint Financial Adviser and Joint Corporate Broker to Dragon Oil) John Frain Brian Garrahy Paul Burke Citigate Dewe Rogerson (PR Adviser to Dragon Oil) Martin Jackson		+44 (0) 2037722500 +44 (0) 2037722550 +44 (0) 2037722564 7647 7804 +44 (0) 20 7521 2000 +353 (1) 679 6363 +44 (0) 20 7638 9571

Statements Required by the Irish Takeover Rules

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 recommendation of the Acquisition and associated opinions 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 recommendation and related opinions 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 for which they accept responsibility 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.

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.

Rule 8 Dealing Disclosure Requirements

Under the provisions of Rule 8.3 of the Irish Takeover Rules, if any person is, or becomes, 'interested' (directly or indirectly) in 1 per cent. or more of any class of 'relevant securities' of Dragon Oil, all 'dealings' in any 'relevant securities' of Dragon Oil (including by means of an option in respect of, or a derivative referenced to, any such 'relevant securities') must be publicly disclosed by not later than 3:30 pm (Irish time) on the 'business day' following the date of the relevant transaction. This requirement will continue until the date on which the Offer becomes effective or on which the 'offer period' otherwise ends. If two or more persons co-operate on the basis of any agreement, either express or tacit, either oral or written, to acquire an 'interest' in 'relevant securities' of Dragon Oil, they will be deemed to be a single person for the purpose of Rule 8.3 of the Irish Takeover Rules.

Under the provisions of Rule 8.1 of the Irish Takeover Rules, all 'dealings' in 'relevant securities' of Dragon Oil by ENOC, or by any party Acting in Concert with either of them, must also be disclosed by no later than 12 noon (Irish time) on the 'business day' following the date of the relevant transaction.

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Panel's website at www.irishtakeoverpanel.ie.

'Interests in securities' arise, in summary, when a person has long economic exposure, whether conditional or absolute, to changes in the price of securities. In particular, a person will be treated as having an 'interest' by virtue of the ownership or control of securities, or by virtue of any option in respect of, or derivative referenced to, securities.

Terms in quotation marks are defined in the Irish Takeover Rules, which can be found on the Panel's website. If you are in any doubt as to whether you are required to disclose a dealing under Rule 8, please consult the Panel's website at www.irishtakeoverpanel.ie or contact the Panel on telephone number +353 1 678 9020 or fax number +353 1 678 9289.

No Offer or Solicitation

This announcement is for information purposes only and is not intended to, and does not, constitute an offer to purchase, sell, subscribe for or exchange, or the solicitation of an offer to purchase, sell, subscribe for or exchange or an invitation to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Notice to US Holders of Dragon Oil Shares:

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. 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 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.

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.

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.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements included in this announcement are forward-looking and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such forward-looking statements.

Forward-looking statements can typically be identified by the use of forward-looking terminology, such as 'expects', 'may', 'will', 'could', 'should', 'intends', 'plans', 'predicts', 'envisages' or 'anticipates' and include, without limitation, any projections relating to results of operations and financial conditions of ENOC and its subsidiary undertakings from time to time or, as the case may be, 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 ENOC Group or, as the case may be, the Dragon Oil Group and discussions of the ENOC Group's business plan or the Dragon Oil Group's business plan. All forward-looking statements in this announcement are based upon information known to the ENOC Group and, as the case may be, the Dragon Oil Group on the date of this announcement in relation to the ENOC Group or the Dragon Oil Group. Neither the ENOC Group nor the Dragon Oil Group undertake any obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise, save as may be required by law. You are cautioned not to place undue reliance on any forward-looking statements.

It is not reasonably possible to itemise all of the many factors and specific events that could cause the forward-looking statements in this announcement to be incorrect or that could otherwise have a material adverse effect on the future operations or results.

Rounding

Certain figures included in this announcement have been subjected to rounding adjustments. Accordingly, figures shown for the same category presented in different tables may vary slightly and figures shown as totals in certain tables may not be an exact arithmetic aggregation of the figures that precede them.

No Profit Forecast / Asset Valuations

No statement in this announcement is intended to constitute a profit forecast for any period, nor should any statements be interpreted to mean that earnings or earnings per share will necessarily be greater or less than those for the relevant preceding financial periods for Dragon Oil or ENOC as appropriate. No statement in this announcement constitutes an asset valuation.

General

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. 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 documents 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 such jurisdiction. 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. This announcement has been prepared for the purposes of complying with Irish and English law (as applicable), the Irish Takeover Rules, the Listing Rules and the rules of the Irish and London Stock Exchanges and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.

Notwithstanding the foregoing restrictions, ENOC reserves the right to permit the Offer to be accepted if, in its sole discretion, it is satisfied that the transaction in question is exempt from or not subject to the legislation or regulation giving rise to the restrictions in question.

This announcement does not constitute a prospectus or an equivalent document and it is not intended to and does not constitute or form any part of an offer or invitation to sell or purchase or subscribe for any securities or a solicitation of an offer to buy any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the Offer or otherwise. The Offer will be made solely by means of the Offer Document which will contain the full terms and conditions of the Offer. Any response in relation to the Offer should be made only on the basis of the information contained in the Offer Document or any other document by which the Offer is made. Dragon Oil Shareholders are advised to read carefully the formal documentation in relation to the Offer once the Offer Document has been despatched.

The content of the websites referred to in this announcement are not incorporated into and do not form part of this announcement.

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 SUCH JURISDICTION.

15 June 2015

For immediate release

RECOMMENDED CASH OFFER

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

FOR THE SHARES IN

DRAGON OIL PLC ('DRAGON OIL')

NOT ALREADY OWNED BY ENOC

1. Introduction

The board of ENOC and the Independent Committee are pleased to announce that they have reached agreement on a recommended cash offer of 750 pence for each Dragon Oil Share not already owned by ENOC subject to the Conditions.

2. The Offer

The Offer values Dragon Oil's entire issued and to be issued ordinary share capital at approximately £3.7 billion and the share capital of Dragon Oil not already owned by ENOC at approximately £1.7 billion and represents a premium of approximately:

· 47.2 per cent to the Closing Price of 509.5 pence for each Dragon Oil Share on 13 March 2015, the business day immediately before the date of the first approach by ENOC;

· 40.9 per cent to the volume weighted average Dragon Oil Share price of 532.5 pence over the 90 day period ended 13 March 2015; and

· on a cash adjusted basis, 93.3 per cent referencing the Closing Price of 509.5 pence per Dragon Oil Share on 13 March 2015. *

* As at 31 March 2015, Dragon Oil held £1,243 million of net cash on its balance sheet, which represents 251.8p of cash per Dragon Oil Share. Adjusting the Offer for this cash for each Dragon Oil Share implies a cash adjusted price of 498.2 pence for each Dragon Oil Share. Adjusting Dragon Oil's closing share price of 509.5 pence as of 13 March 2015 for this cash implies a cash adjusted price of 257.7 pence for each Dragon Oil Share. Accordingly, on a cash adjusted basis, the implied premium is 93.3 per cent.

The Offer will extend to all Dragon Oil Shares unconditionally allotted or issued on the date of the Offer, together with any further such shares which are unconditionally allotted or issued (including pursuant to the exercise of options, or the vesting of share awards, over Dragon Oil Shares) while the Offer remains open for acceptance or until such earlier date as, subject to the Irish Takeover Rules, ENOC may decide.

The Dragon Oil Shares to be acquired pursuant to the Offer will be acquired fully paid and free from all liens, charges and encumbrances, rights of pre-emption and any other third party rights or interests of any nature whatsoever and together with all rights attaching thereto including voting rights and the right to receive all dividends and other distributions (if any) declared, made or paid thereafter.

3. ENOC background to and reasons for the Offer

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.

As at the date of this announcement, ENOC owns approximately 53.9 per cent. of the existing issued share capital of Dragon Oil. To date, ENOC has maintained an arm's length approach with regards to its dealings with Dragon Oil. Going forward, even if it does not acquire 100 per cent. of the Dragon Oil Shares that it does not already own, ENOC will look to undertake a more active role, in line with a typical majority shareholder, in the management and future strategic direction of Dragon Oil, subject to the terms of the relationship agreement between ENOC and Dragon Oil and in compliance with any applicable law, regulation or stock exchange rule.

4. Recommendation

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.

5. Background to and reasons for the Recommendation

On 17 March 2015, Dragon Oil announced that it had received an approach from ENOC regarding a possible offer for the entire issued and to be issued share capital of Dragon Oil that it does not already own. The proposal received valued Dragon Oil at 650 pence per Dragon Oil Share. The Independent Committee rejected this proposal, engaged in extensive discussions with ENOC, and has undertaken shareholder consultation regarding the approach.

On 21 May 2015, after a series of further proposals which were also rejected, ENOC announced a revised proposal of 735 pence per Dragon Oil Share. This revised proposal represented a substantial improvement on ENOC's initial proposal. The Independent Committee considered this proposal and again consulted with shareholders as part of its assessment.

Today, the Independent Committee and ENOC jointly announce a recommended cash offer of 750 pence per Dragon Oil Share.

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 (including, inter alia, those matters set out in paragraph 9 below). 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.

6. Irrevocable undertaking

ENOC has received an irrevocable undertaking from Dr Abdul Jaleel Al Khalifa (being the only Dragon Oil director that holds Dragon Oil Shares or interests under the Dragon Oil Share Schemes) to accept the Offer in respect of his holding of 9,252 Dragon Oil Shares, representing approximately 0.002 per cent. of the issued share capital of Dragon Oil on the Latest Practicable Date.

The undertaking referred to in the paragraph above shall cease to have any effect if: (a) the Offer lapses or is withdrawn; (b) an alternative offer for Dragon Oil becomes or is declared unconditional in all respects or is completed; or (c) ENOC announces that it will not proceed to make the Acquisition.

ENOC has also received a letter confirming the intention to accept the Offer in respect of 3,842,060 Dragon Oil Shares, representing approximately 0.78 per cent. of the issued share capital of Dragon Oil on the Latest Practicable Date.

7. Information about ENOC

ENOC is a diversified energy group, operating over 30 active subsidiaries and joint ventures, with activities ranging from refining and marketing, oil trading, gas processing, terminalling and storage services, oil related shipping activities, LPG - fuel distribution, marketing of aviation fuel, lubricants and chemicals, bunkering, retailing (approximately 115 retail service stations serving in excess of 70 million customers annually) and oil and gas exploration and production (through ENOC's 53.9 per cent. ownership of the existing issued share capital of Dragon Oil).

8. Information about Dragon Oil

Dragon Oil's principal producing asset is a 100 per cent. operated interest in a Production Sharing Agreement ('PSA') for the exploration, development and production of oil and gas resources in the Cheleken contract area in the eastern section of the Caspian Sea, offshore Turkmenistan. The Cheleken contract area comprises two oil and gas fields, Dzheitune (Lam) and Dzhygalybeg (Zhdanov). The PSA has an initial term of 25 years and will expire in May 2025. Dragon Oil has an exclusive right during the term to negotiate for an extension of the PSA for a further period of not less than 10 years. As of 31 December 2014, the Cheleken contract area held remaining gross proven and probable reserves of 663 million barrels of oil and condensate and 1.3 TCF of gas.

Relationship between Dragon Oil and ENOC

ENOC owns approximately 53.9 per cent of the existing share capital of Dragon Oil.

The conduct of all transactions and relationships between Dragon Oil and ENOC has been on an arm's length basis and on normal commercial terms in accordance with a relationship agreement, which was entered into in compliance with the Listing Rules.

The Independent Committee notes ENOC's stated intention to change the relationship it has with Dragon Oil. It also notes ENOC's intention to delist Dragon Oil Shares from trading on the London and Irish Stock Exchanges should it achieve its stated acceptance condition of approximately 77 per cent.

9. Update in relation to certain aspects of the Dragon Oil business *

Cheleken Contract Area

Average daily gross field production has increased from 7,000 bopd in 2000 to 88,700 bopd in 1Q 2015. Average daily production was 94,450 bopd in May 2015.

Since the beginning of the year, five new development wells have been completed at Lam, including three in the first quarter and two so far in the second quarter. Since the previous quarterly drilling update published on 21 April 2015, the Lam B/202 well has been put into production. It was drilled to a depth of 2,065 metres and tested for initial production at 2,168 bopd. Additional potential has been added through additional perforations in existing wells as well as jet pump installation in others.

On 9 June 2015, Dragon Oil produced 100,658 barrels of oil, thus reaching its previously announced production target for 2015. Production has since slightly dipped below 100,000 bopd for a few days and Dragon Oil anticipates that production will hover around this 100,000 bopd level until the end of 2015. Dragon Oil updates its target for average production growth for 2015 to be around 15 per cent. Dragon Oil confirms its previous guidance to achieve average daily gross production in 2016 of 100,000 bopd and to maintain this rate as a plateau for a minimum of five years.

The previously deferred project to build another 30-inch trunkline from the Lam field is now being re-tendered. While the new trunkline will transport oil, water and gas, its principal benefit is to transport more gas onshore, which would otherwise have had to be flared. This gas will feed the planned Gas Treatment Plant, which will have capacity to process 360 mmscf/day of gas. The Gas Treatment Plant will be constructed over three years after the contract has been awarded, and is expected to produce approximately 4,000 bbls/day of condensate. At present, there is no export market for gas. The Dragon Oil Group believes that re-tendering for this trunkline in the current lower oil price environment may lead to cost savings.

Dzheitune (Zhdanov) Field

The Dragon Oil Group has drilled two wells on the Zhdanov field. The first well in the Zhdanov field, an appraisal well Zhdanov 21/101, was drilled in 2014 and tested across limited reservoir intervals for initial production at 425 bopd with a high water content. The bottom section of the reservoir was not tested, but has further potential. The well was suspended and will be sidetracked in future. The second well, Zhdanov A/102, was drilled to target depth but due to equipment failure, the well was sidetracked. The sidetracked well was recently temporarily suspended due to well bore instability and it will be re-entered later this year. The rig is currently drilling the next well from Zhdanov A platform. The results from drilling in this area have not impacted the estimate of recoverable reserves from the Zhdanov field.

Field Exploitation Strategy

The Dragon Oil Group's primary focus is to exploit efficiently the reserve base of 663 million barrels of oil in the Cheleken contract area. Dragon Oil is considering and applying a number of ways of maintaining or modestly increasing production levels beyond the targeted 100,000 bopd plateau. The Dragon Oil Group is actively pursuing various secondary oil recovery techniques, including the pilot water injection project which has proved that water injection is applicable. The current plan is to implement a wider scale water injection in Lam West followed by main Lam. The results of the water injection project are positive, however ultimate impact is not yet quantifiable in the full field. Other initiatives include artificial lift (jet pumps and electrical submersible pumps) and additional infrastructure such as production platforms, new slots to existing platforms, infield pipelines, enhanced processing and oil storage facilities.

To enable recovery of the existing proven and probable 663 million barrels of oil reserves, the Dragon Oil Group currently plans to complete more wells into sections up to 5,000m in depth, which is where the productive zones of the Cheleken contract area are situated. Dragon Oil has no plans to undertake ultra-deep (beyond 5,000m) exploration drilling within the Cheleken contract area, given the Dragon Oil Group's geological assessment of prospectivity for oil at such depths. Potential challenges for such exploration drilling include dealing with high pressure and temperature and high costs of drilling such wells.

Extending the PSA

The PSA provides Dragon Oil with an exclusive right on the part of Dragon Oil to negotiate an extension for a further period of not less than 10 years beyond the 2025 initial expiry date. The Dragon Oil Group believes it is well positioned to negotiate such an extension although there can be no guarantee that it will be able to achieve similar fiscal terms as are currently in place in light of the only known precedent of production sharing agreement extension by the Turkmen government with another independent operator.

Marketing Arrangements

In December 2014, the Dragon Oil Group reached a one-year agreement with two buyers for all its anticipated entitlement export production in 2015, achieving a diversification in its export marketing routes, via Baku, Azerbaijan as well as via Makhachkala, Russia. The current contracts are valid until 31 December 2015. Negotiations on the new marketing agreements resulted in a better overall discount to monthly average Brent prices compared to the discount achieved in 2014, and the discount to Brent is expected to be approximately $13.50 - $14.00 per barrel in 2015.

Exploration Projects

As part of the Dragon Oil Group's strategy of diversifying its asset base outside Turkmenistan, it has expanded its portfolio to include exploration and appraisal assets in Iraq, Algeria, Afghanistan, Egypt, Tunisia and the Philippines.

In Iraq Block 9, where Dragon Oil has a 30 per cent. non-operated interest, a successful exploration well, Faihaa-1, was drilled in 2014. In the second half of 2014, preliminary tests of the Mishrif and Yamama formations resulted in flow rates of up to 3,400 bopd and up to 8,000 bopd, respectively.

The Block 9 joint venture partners will begin an extended well test of the Faihaa -1 well shortly and two appraisal wells are planned for the second half of 2015. Commencing in 2016, the operator, Kuwait Energy Company, plans to accelerate the first production from the Faihaa field from the three wells utilising a temporary production facility. Dragon Oil's interest is via a service agreement with a service fee beginning at US$6.24 per barrel of oil equivalent ('boe') and declining to US$1.25 per boe, based on the ratio of cumulative production revenue to costs.

A number of undeveloped gas discoveries have been previously identified on the Tinrhert Nord (which also includes a small oil discovery) and Msari Akabli perimeters in Algeria. All of these have to be delineated and additional gas needs to be discovered to support potential commercialisation. Dragon Oil's remaining exploration portfolio consists of early stage assets, which require further exploration. Current anticipated exploration expenditure is approximately US$50-100 million per annum in 2015 and 2016.

There can be no guarantee, however, that any of these exploration assets will result in a commercial development and accretive reserves.

Dragon Oil expects to release a drillingand production update as well as a subsequent trading statement in July 2015.

* This section contains forward-looking statements and Dragon Oil Shareholders are reminded of the 'Cautionary Statement Regarding Forward-Looking Statements' below.

10. Dragon Oil Share Schemes

The Offer will extend to any Dragon Oil Shares which are unconditionally allotted or issued under the Dragon Oil Share Schemes before the date on which the Offer closes. Appropriate proposals will be made in due course to all Dragon Oil Optionholders and Dragon Oil Awardholders.

11. Financing arrangements

The cash consideration payable by ENOC under the terms of the Acquisition will be financed from the existing financial resources of ENOC. Full payment of the cash consideration would involve a maximum cash payment of approximately £1.7 billion.

Barclays and Emirates NBD Bank PJSC are satisfied that resources are available to ENOC sufficient to satisfy in full the cash consideration payable to Dragon Oil Shareholders under the Offer.

12. Conditions

The Offer will be made subject to the Conditions and further terms set out in Appendix 1 to this announcement and to be set out in the Offer Document and Form of Acceptance. The Offer will be conditional upon (amongst other things) the receipt of valid acceptances by not later than 3.00 p.m. (Irish time) on the initial closing date as specified in the Offer Document (or such later time(s) and/or date(s) as ENOC may, with the consent of the Panel or in accordance with the Irish Takeover Rules, decide) in respect of Dragon Oil Shares that represent a majority of the voting rights held by Independent Shareholders on the date of this announcement.

13. De-listing and cancellation of trading, compulsory acquisition and re-registration

As soon as it is appropriate and possible to do so and subject to the Offer becoming or being declared unconditional in all respects and acceptances having been obtained such that ENOC either (i) has by virtue of its shareholdings and acceptances of its Offer, acquired or agreed to acquire issued share capital carrying 75 per cent. of the voting rights of Dragon Oil and has obtained acceptances of its Offer or acquired or agreed to acquire Dragon Oil Shares from Independent Shareholders that represent a majority of the voting rights held by the Independent Shareholders on the date of this announcement, being approximately 23 per cent. of the Dragon Oil Shares on the date of this announcement or (ii) has by virtue of its shareholdings and acceptances of its Offer, acquired or agreed to acquire issued share capital carrying more than 80 per cent. of the voting rights of Dragon Oil (the 'Required Acceptances'), ENOC intends to procure that Dragon Oil applies for cancellation of the listing of Dragon Oil Shares by the Irish Stock Exchange and the UK Listing Authority and the cancellation of the admission to trading of Dragon Oil Shares on the Irish Stock Exchange and London Stock Exchange's respective main markets for listed securities.

Subject to any applicable requirements of the Irish Stock Exchange, the UK Listing Authority and the London Stock Exchange, it is anticipated that the cancellation of the listing and admission to trading will take effect no earlier than 20 business days (as defined in the applicable Listing Rules) after ENOC announces that it has either (i) by virtue of acceptances of the Offer, acquired or agreed to acquire the Dragon Oil Shares that are the subject of the Required Acceptances; or (ii) issued compulsory acquisition notices under the relevant provisions of Part 5 of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006. The 20 business day period shall commence when such announcement is made. Such a cancellation of trading of Dragon Oil Shares would significantly reduce the liquidity and marketability of any Dragon Oil Shares not acquired by ENOC.

If the Offer becomes or is declared unconditional in all respects and acceptances have been received in respect of not less than 90 per cent. in nominal value of the Dragon Oil Shares Affected, ENOC intends to apply the provisions of Part 5 of the European Communities (Takeover Bids (Directive 2004/25/EC)) Regulations 2006 to acquire compulsorily any remaining Dragon Oil Shares not acquired or agreed to be acquired by ENOC pursuant to the Offer or otherwise.

Following a cancellation of the listing and trading of Dragon Oil Shares on the Irish Stock Exchange and London Stock Exchange, and provided that it is permitted under the Act to do so, ENOC intends to procure that Dragon Oil is re-registered as a private company.

14. Disclosure of interests in Dragon Oil securities

As at the Latest Practicable Date, ENOC held 265,263,515 Dragon Oil Shares; save for these interests, neither ENOC nor (so far as ENOC is aware) any person Acting in Concert with ENOC had any interest, or held any short position, in any relevant securities of Dragon Oil.

As at the Latest Practicable Date, neither ENOC nor (so far as ENOC is aware) any other person Acting in Concert with ENOC has any arrangement to which Rule 8.7 applies relating to relevant securities of Dragon Oil. For reasons of confidentiality, it was not possible to make enquiries prior to the release of this announcement of all concert parties of ENOC as to their interests or short positions in relevant securities. Save as otherwise required by the Panel, disclosure of such interests or short positions (if any) will be included in the Offer Document.

For these purposes, the expression 'arrangement to which Rule 8.7 applies' means any indemnity or option arrangement, and any agreement or understanding, formal or informal, of whatever nature, between two or more persons relating to relevant securities which is, or may be, an inducement to one or more of such persons to deal or refrain from dealing in such securities, as defined in the Irish Takeover Rules.

15. Offer-related arrangements

Confidentiality Agreement

Dragon Oil and ENOC entered into a confidentiality agreement on 10 June 2015 pursuant to which each party has undertaken to keep confidential certain limited information provided to it by the other in the context of the Acquisition and not to disclose it to third parties (other than permitted disclosees), subject to limited exceptions including where such disclosure is required by law or regulation. The confidentiality obligations will remain in force until 9 June 2017.

Employment and Benefit Matters Agreement

Dragon Oil and ENOC have entered into an employment and benefit matters agreement dated 14 June 2015 pursuant to which each of Dragon Oil and ENOC has: (a) agreed certain matters in relation to the implementation of appropriate proposals regarding the Dragon Oil Share Schemes and (b) agreed certain employment and benefit matters in respect of the period after completion of the Acquisition. Further details will be set out in the Offer Document.

16. General

The Offer will be made subject to the Conditions and the further terms and conditions set out in Appendix 1 and to be set out in the Offer Document. The Offer Document will include full details of the Offer and will be accompanied by the appropriate Form of Acceptance.

The Offer Document and the Form of Acceptance will be despatched to Dragon Oil Shareholders, as soon as practicable and, for information only, to participants in the Dragon Oil Share Schemes, in due course. The Offer Document will include full details of the Offer, together with the expected timetable, and will specify the necessary action to be taken by Dragon Oil Shareholders in order to accept the Offer.

A copy of this announcement will be available atwww.dragonoiloffer.com. Pursuant to Rule 2.6(c) of the Irish Takeover Rules, this announcement will be available to ENOC employees on ENOC's intranet,http://myenoc/default.aspxand will also be made available to Dragon Oil employees.

ENOC reserves the right to elect, subject to the consent of the Panel, to implement the Acquisition by way of a scheme of arrangement under Chapter 1 of Part 9 of the Act as an alternative to the Offer. In such event, the Acquisition will be implemented on substantially the same terms, so far as applicable, as those which would apply to the Offer, subject to appropriate amendments.

The Offer will be governed by the laws of Ireland and will be subject to the requirements of the Irish Takeover Rules and applicable laws.

This announcement is being made pursuant to Rule 2.5 of the Irish Takeover Rules.

Enquiries:

ENOC Aakash Nijhawan Norman Blake Vedant Venkatesh Aya Yassein Mariya Idenova	+971 4 313 4700
Barclays Bank PLC, acting through its Investment Bank ('Barclays') (Financial Adviser to ENOC) Julian Vickers Derek Shakespeare Khaled El Dabag Simon Oxley Hugh Moran	+44 (0) 20 7623 2323
Bell Pottinger (Communications Adviser to ENOC) Gavin Davis Lorna Cobbett Henry Lerwill	+44 (0) 2037722500
Dragon Oil Anna Gavrilova, Investor Relations Nomura International plc (Joint Financial Adviser and Corporate Broker to Dragon Oil) Andrew Forrester John Bigham Henry Phillips Nicholas Marren Wouter Leemhuis Davy (Joint Financial Adviser and Corporate Broker to Dragon Oil) John Frain Brian Garrahy Paul Burke Citigate Dewe Rogerson (PR Adviser to Dragon Oil) Martin Jackson		+44 (0) 20 7647 7804 +44 (0) 20 7521 2000 +353 (1) 679 6363 +44 (0) 20 7638 9571

Statements Required by the Irish Takeover Rules

Rule 8 Dealing Disclosure Requirements

A disclosure table, giving details of the companies in whose 'relevant securities' 'dealings' should be disclosed, can be found on the Panel's website at www.irishtakeoverpanel.ie.

No Offer or Solicitation

This announcement is for information purposes only and is not intended to and does not constitute an offer to purchase, sell, subscribe for or exchange, or the solicitation of an offer to purchase, sell, subscribe for or exchange or an invitation to purchase, sell, subscribe for or exchange any securities or the solicitation of any vote or approval in any jurisdiction pursuant to the offer or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law.

Notice to US Holders of Dragon Oil Shares:

Cautionary Statement Regarding Forward-Looking Statements

Rounding

No Profit Forecast / Asset Valuations

General

This announcement has been prepared for the purposes of complying with Irish and English law (as applicable), the Irish Takeover Rules, the Listing Rules and the rules of the Irish and London Stock Exchanges and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside of Ireland.

The content of the websites referred to in this announcement is not incorporated into and does not form part of this announcement.

Appendix 1

CONDITIONS OF THE OFFER

1. The Offer will be made by ENOC, and will comply with the Irish Takeover Rules and, where relevant, the respective rules and regulations of the Irish Stock Exchange, the London Stock Exchange and the UK Listing Authority, and will be subject to the terms and conditions set out in this announcement and to be set out in the Offer Document. The Offer will be governed by the laws of Ireland and subject to the exclusive jurisdiction of the courts of Ireland, which exclusivity shall not limit the right to seek provisional or protective relief in the courts of another state after any substantive proceedings have been instituted in Ireland, nor shall it limit the right to bring enforcement proceedings in another state pursuant to an Irish judgment.

2. The Offer will be subject to the following conditions:

Acceptance Condition

(a) valid acceptances being received (and not, where permitted, withdrawn) by not later than 3.00 p.m. (Irish time) on the initial closing date as specified in the Offer Document (or such later time(s) and/or date(s) as ENOC may, with the consent of the Panel or in accordance with the Irish Takeover Rules, decide) in respect of Dragon Oil Shares Affected that:

(i) together with ENOC's shareholdings, carry more than 80 per cent. of the voting rights of Dragon Oil; or, if less

(ii) together with ENOC's shareholdings, carry 75 per cent. of the voting rights of Dragon Oil and that represent a majority of the voting rights held by Independent Shareholders on the date of the Rule 2.5 Announcement,

or such lower percentage of the voting rights carried by the Dragon Oil Shares Affected as ENOC may decide.

For the purposes of this condition:

(iii) any Dragon Oil Shares which have been unconditionally allotted shall be deemed to carry the voting rights they will carry upon their being entered in the register of members of Dragon Oil;

(iv) the expression 'Dragon Oil Shares Affected' shall mean:

(A) Dragon Oil Shares which have been issued or allotted on or before the date the Offer is made; and

(B) Dragon Oil Shares which have been issued or allotted after that date but before the time at which the Offer closes, or such earlier date as ENOC may, subject to the Irish Takeover Rules, decide (not being earlier than the date on which the Offer becomes unconditional as to acceptances or, if later, the initial closing date as specified in the Offer Document);

excluding any Dragon Oil Shares held by ENOC;

(v) the expression 'Independent Shareholders' shall have the same meaning as in the UK Listing Rules; and

(vi) the expression 'Rule 2.5 Announcement' shall mean the announcement of a firm intention to make the Offer made by ENOC on 15 June 2015.

Notifications, Filings and Authorisations

(b) all notifications and filings which are necessary or are considered appropriate by ENOC (acting reasonably) having been made, all necessary waiting and other time periods (including any extensions of such waiting and other time periods) under any applicable legislation or regulation of any relevant jurisdiction having expired, lapsed or been terminated (as appropriate) and all statutory or regulatory obligations in any relevant jurisdiction having been complied with in each case in connection with the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Dragon Oil or any other member of the Wider Dragon Oil Group by any member of the ENOC Group or the carrying on by any member of the Wider Dragon Oil Group of its business (where the failure to make such notifications and/or filings or to wait for the expiry, lapse or termination of any such waiting period or other time period or to comply with such obligation would have a material adverse effect on the Wider Dragon Oil Group taken as a whole);

(c) all authorisations, orders, recognitions, grants, consents, clearances, confirmations, licences, permissions or approvals ('Authorisations') which are necessary in any relevant jurisdiction for or in respect of the Offer or the acquisition or proposed acquisition of any shares or other securities in, or control or management of, Dragon Oil or any other member of the Wider Dragon Oil Group by any member of the ENOC Group or the carrying on by any member of the Wider Dragon Oil Group of its business having been obtained, in terms and in a form satisfactory to ENOC (acting reasonably), from all appropriate Government Authorities (as defined below) or from any persons or bodies with whom any member of the Wider Dragon Oil Group has entered into contractual arrangements in each case where the absence of such Authorisation would be material (in value terms or otherwise) on the Dragon Oil Group taken as a whole and all such Authorisations remaining in full force and effect and there being no notice in writing from the relevant person or body to any member of the Dragon Oil Group of any intention to revoke, suspend, restrict, modify or not to renew any Authorisation where the effect of such revocation, suspension, restriction, modification or non-renewal would be material (in value terms or otherwise) on the Dragon Oil Group taken as a whole;

General Regulatory and Anti-Trust/Competition

(d) no Irish, United Kingdom, or any other central bank, government or governmental, quasi-governmental, statutory or other regulatory or investigative authority or agency, including courts and other judicial bodies, any competition, anti-trust or supervisory body or other governmental, trade or regulatory agency or body, securities exchange or any self-regulatory body or authority, including any instrumentality or entity designed to act for or on behalf of any of the foregoing, in each case, in any jurisdiction in which a member of the Dragon Oil Group currently carries on a material part of the business of the Wider Dragon Oil Group (each a 'Governmental Authority') having instituted or implemented any action, proceeding, investigation, enquiry or suit or having made, enforced, enacted, issued or deemed applicable to the Offer any statute, regulation or order or having withheld any consent which would or might reasonably be expected to:

(i) make the Offer or its implementation, or the proposed acquisition by ENOC of any shares in, or control of, Dragon Oil, or any material assets of Dragon Oil, void, illegal or unenforceable or otherwise, directly or indirectly, materially restrain, revoke, prohibit, materially restrict or delay the same or impose materially additional or different conditions or obligations with respect thereto;

(ii) result in a delay in the ability of ENOC, or render ENOC unable, to acquire some or all of the Dragon Oil Shares;

(iii) result in or effect any divestiture of, or requirement to hold separate (including by establishing a trust or otherwise), or agree to restrict in any material respect its ownership or operation of, any material portion of the business or assets of Dragon Oil, or to enter into any material adverse settlement or consent decree, or agree to any material adverse undertaking, with respect to any material portion of the business or assets of Dragon Oil;

(iv) impose any limitation or result in a delay in the ability of ENOC to acquire, or to hold or to exercise effectively, directly or indirectly, all or any rights of ownership of shares, (or the equivalent) in, or to exercise voting or management control over Dragon Oil or any subsidiary or subsidiary undertaking of Dragon Oil or on the ability of any member of the Wider Dragon Oil Group to hold or exercise effectively, directly or indirectly, rights of ownership of shares (or the equivalent) in, or to exercise rights of voting or management control over, any material member of the Wider Dragon Oil Group;

(v) require any member of the ENOC Group or any member of the Wider Dragon Oil Group to acquire or offer to acquire any shares or other securities (or the equivalent) in, or any interest in any asset owned by, any member of the Wider Dragon Oil Group or owned by any third party where the cost of doing so would be material in value terms in the context of the Wider Dragon Oil Group taken as a whole;

(vi) impose any limitation on the ability of any members of the ENOC Group to integrate or co-ordinate its business, or any part of it, with the businesses of any material member of the Wider Dragon Oil Group;

(vii) result in any material member of the Wider Dragon Oil Group ceasing to be able to carry on business in any jurisdiction;

(viii) cause any member of the Wider Dragon Oil Group to cease to be entitled to any material authorisation, order, recognition, grant, consent, clearance, confirmation, licence, permission or approval used by it in the carrying on of its business in any jurisdiction; or

(ix) otherwise adversely affect the business, operations, profits, assets, liabilities, financial or trading position of any member of the Wider Dragon Oil Group;

Certain Matters arising as a result of any Arrangement, Agreement etc.

(e) save as Disclosed, there being no provision of any arrangement, agreement, licence, permit, authorisation, franchise, facility, lease or other instrument to which any member of the Dragon Oil Group is a party or by or to which any such member or any of its respective assets may be bound, entitled or subject and which, in consequence of the Offer or the acquisition or proposed acquisition by ENOC of any shares or other securities (or the equivalent) in or control of Dragon Oil or any member of the Dragon Oil Group or because of a change of control or management of Dragon Oil or otherwise, would or would be reasonably expected to result in (in each case to an extent that is material in value terms in the context of the Wider Dragon Oil Group taken as a whole):

(i) any monies borrowed by, or any indebtedness or liability (actual or contingent) of, or any grant available to any member of the Wider Dragon Oil Group becoming, or becoming capable of being declared, repayable immediately or prior to their or its stated maturity or the ability of any such member to borrow monies or incur any indebtedness being withdrawn or inhibited;

(ii) the creation or enforcement of any mortgage, charge or other security interest wherever existing or having arisen over the whole or any part of the business, property or assets of any member of the Wider Dragon Oil Group or any such mortgage, charge or other security interest becoming enforceable;

(iii) any such arrangement, agreement, licence, permit, authorisation, franchise, facility, lease or other instrument or the rights, liabilities, obligations or interests of any member of the Wider Dragon Oil Group thereunder, or the business of any such member with, any person, firm or body (or any arrangement or arrangements relating to any such interest or business) being terminated or adversely modified or any adverse action being taken or any obligation or liability arising thereunder;

(iv) any assets or interests of, or any asset the use of which is enjoyed by, any member of the Wider Dragon Oil Group being or failing to be disposed of or charged, or ceasing to be available to any member of the Wider Dragon Oil Group or any right arising under which any such asset or interest would be required to be disposed of or charged or would cease to be available to any member of the Wider Dragon Oil Group otherwise than in the ordinary course of business;

(v) any member of the Wider Dragon Oil Group ceasing to be able to carry on business, being prohibited from carrying on business or being subject to a restriction imposing a non-compete, exclusivity or similar restrictive covenant on the Wider Dragon Oil Group, in each case, in any jurisdiction in which it currently carries on business;

(vi) the value of, or financial or trading position of any member of the Wider Dragon Oil Group being prejudiced or adversely affected; or

(vii) the creation of any liability or liabilities (actual or contingent) by any member of the Wider Dragon Oil Group, other than trade creditors in the ordinary course of business;

unless, if any such provision exists, such provision shall have been waived, modified or amended on terms reasonably satisfactory to ENOC and no event having occurred which, under any provision of any agreement, arrangement, licence, permit, authorisation or other instrument to which any member of the Wider Dragon Oil Group is a party or by or to which any such member or any of its assets is bound, entitled or subject, is reasonably likely to result in any of the events or circumstances as are referred to in sub-paragraphs (i) to (vii) of this paragraph 2(e);

Certain Events occurring after the date of this Announcement

(f) since 31 December 2014 and save as Disclosed, no member of the Dragon Oil Group taking or agreeing to take, or proposing or announcing any intention to take, at any time after the date of this announcement, any of the following actions (except as expressly required by applicable law or regulation:

(i) except for the issuance of shares in accordance with the terms of the Dragon Oil Share Schemes, any member of the Dragon Oil Group issuing, granting, conferring or awarding or agreeing to issue, grant, confer or award any additional shares of any class, or any rights or securities convertible into or exchangeable for, or rights, warrants or options to subscribe for or acquire, any such shares or convertible or exchangeable securities;

(ii) altering the provisions of the memorandum and articles of association of any member of the Dragon Oil Group, or the terms of the Dragon Oil Share Schemes;

(iii) save for transactions between two or more members of the Dragon Oil Group ('intra-Dragon Oil Group transactions'), making or authorising, proposing or announcing any change in its loan capital;

(iv) save for intra-Dragon Oil Group transactions, implementing, authorising, proposing or announcing its intention to propose any merger, demerger, reconstruction, amalgamation, scheme or (except in the ordinary and usual course of trading) acquisition or disposal of (or of any interest in) assets or shares (or the equivalent thereof) in any undertaking or undertakings;

(v) except in the ordinary and usual course of business or set out in the Employment and Benefit Matters Agreement, entering into or improving, or making any offer (which remains open for acceptance) to enter into or improve, the terms of engagement or appointment of any executive or non-executive director or the terms of the employment contract with any director of Dragon Oil or any person occupying one of the senior executive positions in the Dragon Oil Group;

(vi) issuing any loan capital or debentures or (save in the ordinary course of business and save for intra-Dragon Oil Group transactions) incurring any indebtedness or contingent liability;

(vii) entering into, modifying, amending or terminating any commodity hedging agreement, or any other agreement, involving credit exposure for Dragon Oil or any member of the Dragon Oil Group;

(viii) effecting any share split, share combination, reverse share split or consolidation, share dividend, recapitalisation, or altering the rights attaching to any shares, or effecting any reduction, repayment or cancellation of share capital or undenominated capital or capitalising any reserves or redeeming or repurchasing any shares or other similar transaction;

(ix) merging with any body corporate, partnership or business, or acquiring, disposing of or transferring any material asset or mortgaging or encumbering any material asset or any material right, title or interest in any asset (including shares and trade investments);

(x) entering into or varying any contract, transaction, arrangement or commitment or announcing its intention to enter into or vary any contract, transaction, arrangement or commitment (whether in respect of capital expenditure or otherwise) which is outside the ordinary course of business and of a long term, onerous or unusual nature or magnitude or which is or would be materially restrictive on the business of any member of the Wider Dragon Oil Group;

(xi) entering into or varying any material contract, transaction or arrangement or announcing its intention to enter into or vary any material contract, transaction or arrangement otherwise than (a) any contract, transaction or arrangement in respect of which Dragon Oil has, before the date of this announcement, announced its intention to enter into and (b) in the ordinary and usual course of business;

(xii) waiving or compromising any claim that is material (in value terms or otherwise);

(xiii) being unable, or admitting in writing that it is unable, to pay its debts or stopping or suspending (or threatening to stop or suspend) payment of its debts generally or ceasing to carry on all or a substantial part of any business;

(xiv) making or agreeing to any significant change to the terms of the trust deeds (including the termination or partial termination of the trusts) constituting the pension schemes established for its directors and/or employees and/or their dependants or to the benefits which accrue, or to the pensions which are payable thereunder, or to the basis on which qualification for or accrual or entitlement to such benefits or pensions is calculated or determined, or to the basis upon which the liabilities (including pensions) of such pension schemes are funded or made, or agreeing or consenting to any change to the trustees involving the appointment of a trust corporation or causing any employee of the Wider Dragon Oil Group to cease to be a member of any pension scheme by withdrawing as a participating employer in such pension scheme, or unlawfully terminating the employment of any active member of a pension scheme, or making any employee member of the Wider Dragon Oil Group redundant, or exercising any discretion under the provisions governing such pension scheme; or

(xv) save in respect of a voluntary solvent liquidation of a member of the Wider Dragon Oil Group which was solvent and dormant at the relevant time, taking any corporate action or having any legal proceedings instituted against it in respect of its winding-up, dissolution, examination or reorganisation or for the appointment of a receiver, examiner, administrator, administrative receiver, trustee or similar officer of all or any part of its assets or revenues, or (A) being the subject of any analogous proceedings in any jurisdiction, or (B) appointing any analogous person in any jurisdiction in which any member of the Wider Dragon Oil Group is incorporated or carries on any business;

No Adverse Change, Litigation, Regulatory or Similar

(g) since 31 December 2014 and save as Disclosed:

(i) there not having arisen any adverse change or adverse deterioration in the business, financial condition or results of operations or profits of Dragon Oil or any member of the Wider Dragon Oil Group (to an extent that is material in value terms in the context of the Wider Dragon Oil Group taken as a whole);

(ii) ENOC not having discovered that any published financial, business or other information concerning the Dragon Oil Group was at the time it was published, materially misleading, contained a material misrepresentation of fact or omitted to state a fact necessary, in light of the circumstances in which it was made, to make the information contained therein materially misleading;

(iii) no contingent or other liability existing at any time prior to the date of this announcement which would reasonably be expected to have a material adverse effect on the Wider Dragon Oil Group taken as a whole; or

(iv) no litigation, arbitration proceedings, prosecution or other legal proceedings to which any member of the Wider Dragon Oil Group is or may become a party (whether as plaintiff, defendant or otherwise) having been threatened, announced, implemented or instituted by or against or remaining outstanding against or in respect of any member of the Wider Dragon Oil Group, which would reasonably expected to have a material adverse effect on the Wider Dragon Oil Group taken as a whole;

No Discovery of Certain Matters regarding Information, Liabilities and Environmental Matters

(h) save as Disclosed, ENOC not having discovered:

(i) in relation to any release, emission, discharge, disposal or other fact or circumstance which has caused or reasonably might impair or harm human health, that any past or present member of the Wider Dragon Oil Group has acted in material violation of any laws, statutes, regulations, notices or other legal or regulatory requirements of any Governmental Authority;

(ii) that there is any material liability, whether actual or contingent, to make good, repair, reinstate or clean up any property now or previously owned, occupied or made use of by any past or present member of the Dragon Oil Group or any other property or any controlled waters under any environmental legislation, regulation, notice, circular, order or other lawful requirement of any Relevant Authority (whether by formal notice or order or not) or Governmental Authority or otherwise; or

(iii) that circumstances exist which are likely to result in any material actual or contingent liability to any member of the Wider Dragon Oil Group under any applicable legislation referred to in sub-paragraph (ii) above to improve or modify existing or install new plant, machinery or equipment or to carry out any changes in the processes currently carried out;

(i) save as Disclosed:

(i) no member of the Dragon Oil Group being in default under the terms or conditions of any facility or agreement or arrangement for the provision of loans, credit or drawdown facilities, or of any security, surety or guarantee in respect of any facility or agreement or arrangement for the provision of loans, credit or drawdown facilities to any member of the Dragon Oil Group; or

(ii) no member of the Dragon Oil Group having recommended, announced, declared, set aside, paid or made or proposed the recommendation, announcement, declaration, setting aside of any payment or making of any dividend, any bonus issue or made any other distribution or payment (whether in cash, securities or other property) other than any dividends from a wholly-owned subsidiary of Dragon Oil to another wholly-owned subsidiary of Dragon Oil or to Dragon Oil.

3. For the purposes of this Appendix 1:

'Disclosed' means fairly disclosed in: (a) any public announcement made via a RIS by or on behalf of Dragon Oil at any time prior to the date of this announcement; (b) the Annual Report and Accounts of Dragon Oil for the year ended 31 December 2014;

'Governmental Authority' has the meaning given to such expression in paragraph 2(d) of this Appendix 1;

'parent undertaking', 'associated undertaking' and 'undertaking' have the meanings given by the Act;

'substantial interest' means an interest in 20 per cent. or more of the voting equity capital of an undertaking; and

'Wider Dragon Oil Group' means the Dragon Oil Group, its associated undertakings and any entities in which any member of the Dragon Oil Group holds a substantial interest.

Additional terms defined in Appendix 3 shall have the same meaning where used in this Appendix 1.

4. Subject to the requirements of the Panel, ENOC reserves the right (but shall be under no obligation) to waive, in whole or in part, all or any of the Conditions.

5. Save in respect of the Condition contained in paragraph 2(a), ENOC may not invoke a Condition so as to cause the Offer not to proceed, to lapse or to be withdrawn unless the circumstances that give rise to the right to invoke the Condition are of material significance to ENOC in the context of the Offer and ENOC has consulted the Panel and the Panel is satisfied that in the prevailing circumstances it would be reasonable for ENOC to do so. The Condition contained in paragraph 2(a) is not subject to this provision of the Takeover Rules.

6. ENOC reserves the right, subject to the consent of the Panel and the approval of Dragon Oil, to elect to implement the acquisition of the Dragon Oil Shares by way of a scheme of arrangement under Chapter 1 of Part 9 of the Act. In such event, the scheme of arrangement will be implemented on the same terms (subject to appropriate amendments), as far as applicable, as those which would apply to the Offer. In particular, the condition at paragraph 2(a) of this Appendix 1 will be replaced with the following:

(a) approval at a court meeting or any separate class meeting, if applicable, which may be required by the court (or any adjournment thereof), by a majority in number of the shareholders in Dragon Oil present and voting, either in person or by proxy, representing 75 per cent. or more in value of the Dragon Oil Shares held by such holders;

(b) the resolutions required to approve and implement the scheme of arrangement and to be set out in a notice of extraordinary general meeting of the holders of the Dragon Oil Shares being passed by the requisite majority at such extraordinary general meeting;

(c) the sanction of the scheme of arrangement and confirmation of any reduction of capital involved therein by the court (in both cases with or without modifications, on terms reasonably acceptable to ENOC and Dragon Oil); and

(d) office copies of the orders of the court sanctioning the scheme of arrangement and confirming the reduction of capital involved therein and the minute required by the applicable section of the Act in respect of the reduction of capital being delivered for registration to the Registrar of Companies and the orders and minute confirming the reduction of capital involved in the scheme of arrangement being registered by the Registrar of Companies in Ireland.

Appendix 2

BASES AND SOURCES

In this announcement, unless otherwise stated or the context otherwise requires, the following bases and sources have been used:

(a) The historical share prices for Dragon Oil are based on closing prices sourced from the London Stock Exchange;

(b) Where applicable volume weighted average price is defined as total value traded in a given period divided by total volume traded in that period. In this regard, total value traded is calculated on the basis of multiplying the daily volume weighted average price by the daily volume traded and aggregating for the relevant period. All figures are sourced from FactSet Research Systems Inc. data;

(c) The value of the existing entire issued share capital of Dragon Oil is based upon the entire issued and to be issued ordinary share capital of 493,648,400 Dragon Oil Shares as at the Latest Practicable Date; and

(d) Save where otherwise stated, financial and other information concerning Dragon Oil or ENOC has been extracted from published sources or from audited financial results of Dragon Oil or ENOC, as applicable.

Appendix 3

DEFINITIONS

In this announcement, save where the context clearly requires otherwise, the following expressions shall have the following meanings:

'Acquisition'	The proposed acquisition by ENOC of the entire issued and to be issued ordinary share capital of Dragon Oil not already owned by ENOC by means of the Offer, as described in this announcement
'Act'	The Irish Companies Act 2014
'Acting in Concert'	The meaning given to that term in the Takeover Panel Act
'Barclays'	Barclays Bank PLC, acting through its Investment Bank
'bbls/day'	Barrels per day
'bopd'	Barrels of oil per day
'Business Day'	Any day on which banks are open for normal banking business in Dublin and London, excluding Saturdays and Sundays
'Closing Price'	In respect of any Business Day, the closing middle market quotation of a Dragon Oil Share as derived from the Daily Official List
'Conditions'	The conditions to the Offer set forth in Appendix 1 to this announcement, and 'Condition' means any one of the Conditions
'Daily Official List'	The Daily Official List of the London Stock Exchange
'Davy'	J&E Davy (trading as Davy) and Davy Corporate Finance
'Dragon Oil'	Dragon Oil plc
'Dragon Oil Awardholders'	The holders of awards made under the Dragon Oil LTIP
'Dragon Oil Group'	Dragon Oil, together with every company or body corporate which is a subsidiary or subsidiary undertaking of Dragon Oil from time to time
'Dragon Oil LTIP'	The Dragon Oil Long Term Incentive Plan 2014
'Dragon Oil Optionholders'	The holders of options to subscribe for Dragon Oil Shares pursuant to the Dragon Oil Share Schemes
'Dragon Oil Share' or 'Dragon Oil Shares'	The ordinary shares of €0.10 each in the capital of Dragon Oil
'Dragon Oil Share Schemes'	The Dragon Oil 2002 Share Option Scheme, the Dragon Oil 2009 Share Option Scheme and the Dragon Oil LTIP
'Dragon Oil Shareholders'	The holders of, and/or (as the context may require) persons beneficially interested in, Dragon Oil Shares other than ENOC
'Dragon Oil Shares Affected'	The meaning given to that term in paragraph 2(a)(iv) of Appendix 1 to this announcement
'Employment and Benefit Matters Agreement'	The Employment and Benefit Matters Agreement entered into between ENOC and Dragon Oil on 14 June 2015
'ENOC Group'	ENOC, together with every company or body corporate which is a subsidiary or subsidiary undertaking of ENOC from time to time
'Form of Acceptance'	The form of acceptance relating to the Offer which will accompany the Offer Document
'Governmental Authority'	The meaning given to that term in paragraph 2(d) of Appendix 1 to this announcement
'Independent Committee'	The independent committee of the board of Dragon Oil comprising Thor Haugnaess, Justin Crawley, Ahmad Al Muhairbi and Saeed Al Mazrooei
'Independent Shareholders'	The meaning given to that term in the UK Listing Rules
'Ireland'	The island of Ireland, exclusive of Northern Ireland, and the word 'Irish' shall be construed accordingly
'Irish Stock Exchange' or 'ISE'	The Irish Stock Exchange plc
'Irish Takeover Rules'	The Irish Takeover Panel Act 1997, Takeover Rules, 2013
'Latest Practicable Date'	12 June 2015, being the last practicable date prior to the publication of this announcement
'Listing Rules'	The UK Listing Rules and the listing rules of the Irish Stock Exchange
'London Stock Exchange'	London Stock Exchange plc
'mmscf/day'	Million standard cubic feet per day
'Nomura'	Nomura International plc
'Offer'	The cash offer to be made by ENOC for the entire issued and to be issued ordinary share capital of Dragon Oil not already owned by ENOC on the terms and subject to the conditions set out in this announcement and to be set out in the Offer Document and the Form of Acceptance and, where the context so requires, any subsequent revision, variation, extension or renewal of such offer
'Offer Document'	The offer document to be sent to Dragon Oil Shareholders in connection with the Offer, setting out (amongst other things) the terms and conditions of the Offer and such other information as is required by the Irish Takeover Rules
'Panel'	The Irish Takeover Panel established under the Takeover Panel Act
'Registrar of Companies'	The Registrar of Companies in Dublin, Ireland
'Relevant Authority'	Any national, federal, local or governmental commission, board, body, bureau, or other regulatory authority or agency, including courts and other judicial bodies, any competition, anti-trust or supervisory body (including without limitation the European Commission, the UK Competition and Markets Authority and the US Department of Justice) or other governmental, regulatory agency or body or securities exchange, including any instrumentality or entity designated to act for or on behalf of any of the foregoing and including, without limitation, the Panel
'RIS'	The meaning given to that term in the Market Abuse Rules of the Central Bank of Ireland
'subsidiary' and 'subsidiary undertaking'	The meanings given to those terms by Sections 7 and 275 respectively of the Act
'Takeover Panel Act'	The Irish Takeover Panel Act 1997 (as amended)
'UK Listing Authority '	The Financial Conduct Authority acting in its capacity as the competent authority for listing under the Financial Services and Markets Act 2000
'UK Listing Rules'	The listing rules made by the UK Listing Authority
'United Kingdom' or 'UK'	The United Kingdom of Great Britain and Northern Ireland
'United States' or 'US'	The United States of America, its territories and possessions, any State of the United States of America and the District of Columbia and any other area subject to its jurisdiction
'US Exchange Act'	The United States Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder

All amounts contained within this announcement referred to by '€' and 'c' refer to the euro and cent. All amounts contained within this announcement referred to by '£' and 'p' refer to pounds sterling and pence. All amounts contained within this announcement referred to by '$' refer to US dollars.

Any reference to any provision of any legislation shall include any amendment, modification, re-enactment or extension thereof. Any reference to any legislation is to Irish legislation unless specified otherwise.

Words importing the singular shall include the plural and vice versa and words importing the masculine gender shall include the feminine or neutral gender.

All times referred to are Irish time unless otherwise stated.

This information is provided by RNS

The company news service from the London Stock Exchange

END

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