2010-01-14-2009-11-02

Offer to acquire remaining 48% interest in company with assets in Turkmenistan.

Dubai state-owned refiner Emirates National Oil Co. Ltd. (Enoc) LLC offered to acquire the remaining 48% interest in Turkmenistan-focused Dragon Oil Plc for approximately £1.15 billion (US$1.8 billion) in cash. Enoc will pay 455 pence per Dragon share, representing a premium of 34.6% to the closing price on June 3 prior to the announcement that Dragon had received an approach in relation to a possible offer. Enoc currently holds some 52% of Dragon. The offer values Dragon at approximately £2.36 billion (US$4 billion). Dragon Oil's principal asset is a 100% operated interest in the Cheleken contract area in the Caspian Sea, offshore Turkmenistan. Its operational focus is on the re-development of two oil and gas producing fields, the Dzheitune (Lam) and Dzhygalybeg (Zhdanov) fields, where it holds a 25-year term production sharing agreement to expire in May 2025 and with a 10-year extension period. As of June 2008, the Cheleken contract area held remaining gross proved and probable reserves of 645 million barrels of oil and condensate and estimated gross contingent gas resources of some 3.2 trillion cubic feet. Average gross production was 46,060 barrels of oil per day during third-quarter 2009, of which 54% was attributable to Dragon Oil. In addition, Dragon Oil owns exploration interests in the Republic of Yemen, including minority participating interests in blocks 35 and 49. Dragon Oil independent committee chairman Nigel McCue says, "The offer from Enoc allows our minority shareholders the opportunity to crystallize cash value at a significant premium to the level at which the company's shares were trading prior to the Enoc approach. We believe this represents an attractive outcome and a fair and reasonable offer for the minority shareholders in the company." Enoc group chief executive Saeed Khoory says, "This acquisition is an exciting development for Enoc and represents a major step in Enoc's strategy of building a vertically integrated oil and gas group with a strong upstream position. Dragon Oil's assets will significantly enhance Enoc's reserves and production. By achieving full control of Dragon Oil, Enoc will be able to achieve greater operational flexibility to progress the development of the assets further." Davy Corporate Finance and HSBC Bank are advisors to Dragon Oil and have provided a fairness report. Standard Chartered Bank is advisor to Enoc. Enoc is owned by the Investment Corporation of Dubai, which is wholly-owned by the government of Dubai.