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

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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.

On October5, 2017, Ensco plc (“Ensco”) held a general meeting of shareholders (the “General Meeting”) to vote on the proposals described below. At the close of business on August23, 2017, the record date for the General Meeting, there were 303,979,543 ClassA ordinary shares, nominal value $0.10 per share (the “Ensco ClassA ordinary shares”), of Ensco outstanding and entitled to vote. Holders of 233,735,378 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 Atwood Oceanics,Inc. (“Atwood”), to the Agreement and Plan of Merger, dated as of May29, 2017, by and among Ensco, Echo Merger Sub LLC, a wholly owned subsidiary of Ensco (“Merger Sub”), and Atwood (the “Merger Agreement”), which provides for, among other things, the merger of Merger Sub with and into Atwood (the “Merger”), with Atwood surviving the Merger as a wholly owned subsidiary of Ensco. The approval of this ordinary resolution required a majority of the votes cast to be cast in favor thereof.

VotesFor

VotesAgainst

VotesAbstain

BrokerNon-Votes

152,132,178

79,386,595

2,216,605

N/A

Resolution 2: To authorize, in addition to all subsisting authorities, the allotment and issuance up to a nominal amount of Ensco ClassA ordinary shares, which, together with the nominal amount of shares of Ensco authorized to be allotted and issued to paragraph (A)of resolution 11 passed at the annual general meeting of Ensco shareholders held on May22, 2017 (the “Ensco 2017 Annual General Meeting”), represents approximately 33% of the expected enlarged share capital of Ensco immediately following the completion of the Merger, and up to a further same nominal amount of Ensco ClassA ordinary shares in connection with a pre-emptive offering of shares. The approval of this ordinary resolution required a majority of the votes cast to be cast in favor thereof.

VotesFor

VotesAgainst

VotesAbstain

BrokerNon-Votes

195,525,639

35,748,382

2,461,357

N/A

Resolution 3: To authorize, in addition to all subsisting authorities, the allotment and issuance up to a nominal amount of Ensco ClassA ordinary shares for cash on a non-pre-emptive basis, which, together with the nominal amount of shares in Ensco authorized to be allotted and issued for cash on a non-pre-emptive basis to resolution 12 passed at the Ensco 2017 Annual General Meeting, represents approximately 5% of the expected enlarged share capital of Ensco immediately following the completion of the Merger. The approval of this special resolution required at least 75% of the votes cast to be cast in favor thereof.

VotesFor

VotesAgainst

VotesAbstain

BrokerNon-Votes

195,927,898

35,156,621

2,650,859

N/A

Resolution 4: To authorize, in addition to all subsisting authorities, the allotment and issuance up to a nominal amount of Ensco ClassA ordinary shares for cash on a non-pre-emptive basis, which, together with the nominal amount of shares in Ensco authorized to be allotted and issued for cash on a non-pre-emptive basis to resolution 13 passed at the Ensco 2017 Annual General Meeting, represents approximately 5% of the expected enlarged share capital of Ensco immediately following the completion of the Merger. The approval of this special resolution required at least 75% of the votes cast to be cast in favor thereof.

VotesFor

VotesAgainst

VotesAbstain

BrokerNon-Votes

167,454,374

63,645,850

2,635,154

N/A

These proposals are described in more detail in the proxy statement/prospectus, dated August18, 2017, filed by Ensco with the Securities and Exchange Commission on August18, 2017. No other resolutions were submitted to a vote of holders of ClassA ordinary shares at the General Meeting.

Item 7.01 Regulation FD Disclosure.

On October5, 2017, Ensco issued a press release announcing the approval of the Merger 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.

Item 7.01 Financial Statements and Exhibits.

(d)Exhibits

Exhibit Number

Description

99.1

Press Release, dated October5, 2017.


Ensco plc Exhibit
EX-99.1 2 a17-22864_2ex99d1.htm EX-99.1 Exhibit 99.1   Ensco plc Shareholders Approve Acquisition of Atwood Oceanics   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.