Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously reported, Rowan Companies
plc, a public limited company organized under the laws of England and Wales (the “
Company
” or “
Rowan
”),
is pursuing a transaction to effect a “merger-of-equals” with Ensco plc, a public limited company organized under the
laws of England and Wales (“
Ensco
”). Pursuant to the Transaction Agreement, dated October 7, 2018, by and between
the Company and Ensco (as amended by the Deed of Amendment No. 1 to Transaction Agreement, dated January 28, 2019, the “
Transaction
Agreement
”) and by means of a court-sanctioned scheme of arrangement (the “
Scheme
”) under Part 26
of the U.K. Companies Act 2006, each of the issued and outstanding Class A ordinary shares of the Company will be exchanged pursuant
to the Scheme for a fixed number of Class A ordinary shares of Ensco each with a nominal value of $0.10 per share (the “
Transaction
”).
On February 21, 2019, Rowan held a meeting of the shareholders
convened by the High Court of Justice in England and Wales (the “
Court Meeting
”) and a general meeting of the
shareholders of Rowan (the “
General Meeting
”), in each case relating to the pending Transaction. Rowan’s
shareholders approved each of the proposals to be acted on at the Court Meeting and the General Meeting, in each case by the requisite
majorities. All votes at both the Court Meeting and the General Meeting were conducted on a poll.
The consummation of the Transaction remains
subject to various closing conditions, including, among other things, (i) the sanction of the Scheme by the High Court of
Justice of England and Wales, (ii) the receipt of certain required regulatory approvals or elapse of certain review periods with
respect thereto, (iii) the absence of legal restraints prohibiting or restraining the Transaction and (iv) the absence of any law
or order reasonably expected to result in the dissolution of the Saudi Aramco Offshore Drilling Company, Rowan’s joint venture
with Saudi Aramco (the “
ARO JV
”), or the sale, disposition, forfeiture or nationalization of Rowan’s interest
in the ARO JV.
The final results of voting on each of the items submitted to
a vote of Rowan’s shareholders at the Court Meeting and the General Meeting are as follows:
Court Meeting
Court Scheme Proposal: To approve (with or without modification)
the Scheme between Rowan and the holders of the Scheme Shares (as defined in the Scheme).
Rowan’s shareholders approved with the following results:
For
|
Against
|
95,898,799
|
8,963,365
|
In addition, of the 25 record shareholders voting on the proposal,
24 record shareholders voted in favor of the proposal, and one record shareholder voted against
the proposal.
General Meeting
Articles Amendment Proposal: To authorize, for the purpose of
giving effect to the Scheme between Rowan and the holders of the Scheme Shares, the amendment of the articles of association of
Rowan.
Rowan’s shareholders approved with the following results:
For
|
Against
|
Abstain
|
99,110,084
|
9,181,407
|
569,647
|
Transaction-Related Compensation Proposal: To approve, on an
advisory, non-binding basis, the compensation to be paid or become payable to Rowan’s named executive officers in connection
with the proposed Transaction, and the agreements and understandings pursuant to which such compensation may be paid or become
payable.
Rowan’s shareholders approved with the following results:
For
|
Against
|
Abstain
|
85,375,486
|
21,609,848
|
1,875,804
|