Ensco plc (NYSE:ESV) Files An 8-K Submission of Matters to a Vote of Security Holders

Ensco plc (NYSE:ESV) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 7.01 Submission of Matters to a Vote of Security Holders.

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On January23, 2019, Ensco plc (“Ensco”) adjourned its general meeting of shareholders without a vote. On February21, 2019, Ensco held its reconvened general meeting of shareholders (the “General Meeting”) to vote on the proposals described below. At the close of business on December10, 2018, the record date for the General Meeting, there were 437,239,125 ClassA ordinary shares, nominal value $0.10 per share (the “Ensco ClassA ordinary shares”), of Ensco outstanding and entitled to vote. Holders of 313,640,961 Ensco ClassA ordinary shares, representing a like number of votes, were present at the General Meeting, either in person or by proxy. Set forth below are the voting results from the General Meeting.

Resolution 1: To authorize, in addition to all subsisting authorities, the allotment and issuance of Ensco ClassA ordinary shares to shareholders of Rowan Companies plc (“Rowan), to the Transaction Agreement, dated as of October7, 2018, by and between Ensco and Rowan, as amended by Deed of Amendment No.1 dated as of January28, 2019 and as such agreement may be amended further from time to time, which provides for, among other things, the acquisition of the entire issued and to be issued ClassA ordinary share capital of Rowan to a scheme of arrangement (the “Scheme of Arrangement”) under Part26 of the UK Companies Act 2006 in consideration for the issuance by Ensco to the Rowan shareholders who are Scheme Shareholders (as such term is defined in “The Scheme of Arrangement” section of the joint proxy statement relating to the general meeting of shareholders of Ensco) of 2.750 new Ensco ordinary shares for each Rowan ClassA ordinary share (a “Rowan ordinary share”) that is subject to the terms of the Scheme of Arrangement (the “Transaction”).

VotesFor

VotesAgainst

VotesAbstain

BrokerNon-Votes

311,532,723

1,677,645

430,593

N/A

Resolution 2: To authorize a consolidation (being a reverse stock split under English law) of Ensco ordinary shares whereby, conditional upon and effective immediately (or as soon as practicable) following the Scheme of Arrangement becoming effective, every four existing Ensco ordinary shares, each with a nominal value of $0.10, shown in the register of members of Ensco following the updating of such register to give effect to the provisions of the Scheme of Arrangement shall be consolidated into one Ensco ordinary share with a nominal value of $0.40 per share.

VotesFor

VotesAgainst

VotesAbstain

BrokerNon-Votes

309,439,628

3,761,860

439,473

N/A

Resolution 3: To authorize, conditional upon and effective immediately following the Scheme of Arrangement becoming effective, the allotment and issuance up to a nominal amount of Ensco ordinary shares, which represents approximately 33.3% of the expected enlarged share capital of Ensco immediately following the Scheme of Arrangement becoming effective, and up to a further same nominal amount of Ensco ordinary shares in connection with a pre-emptive offering of shares. If approved, subject to the Scheme of Arrangement becoming effective, these authorities will replace the authorities granted to resolution 10 passed at the annual general meeting of Ensco shareholders held on May21, 2018 (the “Ensco 2018 Annual General Meeting”).

VotesFor

VotesAgainst

VotesAbstain

BrokerNon-Votes

246,888,897

65,452,110

1,299,954

N/A

Resolution 4: To approve, in accordance with Section14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), on a non-binding advisory basis, the compensation payable, or that may become payable, in connection with the transaction to the named executive officers of Ensco, as well as specific compensatory arrangements between Ensco and such individuals.

VotesFor

VotesAgainst

VotesAbstain

BrokerNon-Votes

236,041,786

65,534,701

12,064,474

N/A

Resolution 5: To authorize, conditional upon and effective immediately following the Scheme of Arrangement becoming effective, the allotment and issuance of Ensco ordinary shares up to a nominal amount of $3,716,687 for cash on a non-pre-emptive basis. If approved, subject to the Scheme of Arrangement becoming effective, this authority will replace the authority granted to resolution 11 passed at the Ensco 2018 Annual General Meeting.

VotesFor

VotesAgainst

VotesAbstain

BrokerNon-Votes

267,685,178

44,436,317

1,519,466

N/A

Resolution 6: To authorize, conditional upon and effective immediately following the Scheme of Arrangement becoming effective, the allotment and issuance of Ensco ordinary shares up to a nominal amount of $3,716,687 for cash on a non-pre-emptive basis, such authority to be used only for the purposes of financing (or refinancing, if the power is to be used within six months after the relevant transaction) a transaction which the board of directors of Ensco deems to be an acquisition or other capital investment. If approved, subject to the Scheme of Arrangement becoming effective, this authority will replace the authority granted to resolution 12 passed at the Ensco 2018 Annual General Meeting.

VotesFor

VotesAgainst

VotesAbstain

BrokerNon-Votes

267,730,554

44,381,225

1,529,182

N/A

These proposals are described in more detail in the joint proxy statement, dated December11, 2018, and in the supplement to the joint proxy statement, dated January31, 2019, filed by Ensco with the Securities and Exchange Commission on December11, 2018 and January31, 2019, respectively. No other resolutions were submitted to a vote of holders of Ensco ClassA ordinary shares at the General Meeting.

Item 7.01 Regulation FD Disclosure.

On February21, 2019, Ensco and Rowan issued a press release announcing the approval of the Transaction by Ensco’s shareholders. A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.

The information furnished in this Item 7.01 and the information attached to this Form8-K as Exhibit99.1 shall not be deemed “filed” for purposes of Section18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 7.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number

Description

99.1

Press Release, dated February21, 2019.

Ensco plc Exhibit
EX-99.1 2 a19-5196_1ex99d1.htm EX-99.1 Exhibit 99.1   Ensco plc 6 Chesterfield Gardens London,…
To view the full exhibit click here

About Ensco plc (NYSE:ESV)

Ensco plc is an offshore contract drilling company. The Company provides offshore contract drilling services to the international oil and gas industry. The Company’s segments include Floaters, Jackups and Other. Its Floaters segment includes the Company’s drillships and semisubmersible rigs, and provides contract drilling. The Jackups segments provide contract drilling. The Other segment consists of management services on rigs owned by third parties. It owns and operates an offshore drilling rig fleet of over 60 rigs, including approximately four rigs under construction. Its rig fleet includes approximately 10 drill ships, over 10 semisubmersible rigs, approximately three moored semisubmersible rigs and over 40 jackup rigs. Of its approximately 70 rigs, approximately 30 are located in the Middle East, Africa and Asia Pacific, over 20 are located in North and South America (including Brazil), and approximately 20 are located in Europe and the Mediterranean.

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