Attached files
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8-K - FORM 8-K - Valaris Ltd | d70532e8vk.htm |
EX-4.1 - EX-4.1 - Valaris Ltd | d70532exv4w1.htm |
EX-10.8 - EX-10.8 - Valaris Ltd | d70532exv10w8.htm |
EX-10.2 - EX-10.2 - Valaris Ltd | d70532exv10w2.htm |
EX-10.9 - EX-10.9 - Valaris Ltd | d70532exv10w9.htm |
EX-10.4 - EX-10.4 - Valaris Ltd | d70532exv10w4.htm |
EX-10.6 - EX-10.6 - Valaris Ltd | d70532exv10w6.htm |
EX-10.5 - EX-10.5 - Valaris Ltd | d70532exv10w5.htm |
EX-10.7 - EX-10.7 - Valaris Ltd | d70532exv10w7.htm |
EX-10.3 - EX-10.3 - Valaris Ltd | d70532exv10w3.htm |
EX-10.1 - EX-10.1 - Valaris Ltd | d70532exv10w1.htm |
EX-10.14 - EX-10.14 - Valaris Ltd | d70532exv10w14.htm |
EX-10.11 - EX-10.11 - Valaris Ltd | d70532exv10w11.htm |
EX-10.13 - EX-10.13 - Valaris Ltd | d70532exv10w13.htm |
EX-10.15 - EX-10.15 - Valaris Ltd | d70532exv10w15.htm |
EX-10.10 - EX-10.10 - Valaris Ltd | d70532exv10w10.htm |
EX-10.12 - EX-10.12 - Valaris Ltd | d70532exv10w12.htm |
Exhibit 99.1
Ensco International Incorporated 500 North Akard Suite 4300 Dallas, TX 75201-3331 Phone: (214) 397-3000 www.enscointernational.com |
News Release |
Ensco Stockholders Approve Change in Corporate Structure
Dallas, Texas, December 22, 2009 ... Ensco International Incorporated (NYSE: ESV) announced
today at a Special Meeting of Stockholders that an overwhelming majority of Enscos outstanding
shares were voted in favour of the previously announced plan to change the Companys corporate
structure. The plan is designed to enhance Enscos worldwide business operations.
Effective tomorrow, December 23, 2009, Enscos parent company legal domicile will change from
Delaware to the U.K., the new parent company name will be Ensco International plc, and Enscos
ordinary shares will begin trading as American Depository Shares on the New York Stock Exchange
under the trading symbol ESV, the current trading symbol for Enscos common stock. In first
quarter 2010, the Company will relocate several of our executive officers to a new global
headquarters in London. Ensco will continue to conduct the same business operations.
Chairman, President and Chief Executive Officer Dan Rabun stated, We greatly appreciate the
overwhelming endorsement of our stockholders to pursue the benefits of our plan which we expect
will result in enhanced management oversight of our worldwide fleet, greater access to more of our
customers and potential tax efficiencies. Mr. Rabun added, We expect a smooth transition and we
will work vigorously to realize the anticipated benefits for our customers, employees and
stockholders.
Ensco International (NYSE: ESV) brings energy to the world as a global provider of offshore
drilling services to the petroleum industry. With a fleet of ultra-deepwater semisubmersible and
premium jackup drilling rigs, Ensco serves customers with high-quality equipment, a well-trained
workforce and a strong record of safety and reliability. To learn more about Ensco, please visit
our website www.enscointernational.com.
Statements contained in this document that state the Companys or managements intentions,
hopes, beliefs, expectations, anticipations, projections, confidence, schedules, or predictions of
the future are forward-looking statements made pursuant to the Private Securities Litigation Reform
Act of 1995.
Forward-looking statements include words such as anticipate, believe, estimate,
expect, intend, plan, project, could, may, might, should, will and words and
phrases of similar import. The forward-looking statements include, but are not limited to,
statements about the reorganization of the Companys corporate structure and our plans, objectives,
expectations, anticipated benefits and intentions with respect thereto and with respect to future
operations, including the enhanced management oversight, closer proximity to customers and
potential tax efficiencies that we expect to achieve as a result of the restructuring, as described
in this press release and in the Companys proxy statement filed with the Securities and Exchange
Commission (SEC) on November 20, 2009 and subsequently delivered to stockholders.
Numerous factors could cause actual results to differ materially from those in the
forward-looking statements, including (i) changes in foreign or domestic laws, including tax laws,
that could effectively reduce or eliminate the benefits we expect to achieve from the
reorganization of the Companys corporate structure; (ii) negative publicity resulting from the
restructuring having an adverse effect on our business; (iii) an inability to realize expected
benefits from the restructuring or the occurrence of difficulties in connection with the
restructuring;
Continued Ensco International Incorporated News Release
(iv) costs related to the restructuring and implementation thereof, which could be greater than
expected; (v) industry conditions and competition, including changes in rig supply and demand or
new technology; (vi) risks associated with the global economy and its impact on capital markets and
liquidity; (vii) oil and natural gas prices and their impact upon future levels of drilling
activity and expenditures; (viii) further declines in rig activity, which may cause us to idle or
stack additional rigs; (ix) excess rig availability or supply resulting from delivery of newbuild
drilling rigs; (x) heavy concentration of our rig fleet in premium jackups; (xi) cyclical nature of
the industry; (xii) worldwide expenditures for oil and natural gas drilling; (xiii) the ultimate
resolution of the ENSCO 69 situation in general, and the potential return of the rig or package
policy political risk insurance recovery in particular; (xiv) changes in the timing of revenue
recognition resulting from the deferral of certain revenues for mobilization of our drilling rigs,
time waiting on weather or time in shipyards, which are recognized over the contract term upon
commencement of drilling operations; (xv) operational risks, including excessive unplanned downtime
and hazards created by severe storms and hurricanes; (xvi) risks associated with offshore rig
operations or rig relocations in general and in foreign jurisdictions in particular; (xvii)
renegotiation, nullification, cancellation or breach of contracts or letters of intent with
customers or other parties, including failure to negotiate definitive contracts following
announcements or receipt of letters of intent; (xviii) inability to collect receivables; (xix)
changes in the dates new contracts actually commence; (xx) changes in the dates our rigs will enter
a shipyard, be delivered, return to service or enter service; (xxi) risks inherent to domestic and
foreign shipyard rig construction, repair or enhancement, including risks associated with
concentration of our remaining ENSCO 8500 Series® rig construction contracts in a single foreign
shipyard, unexpected delays in equipment delivery and engineering or design issues following
shipyard delivery; (xxii) availability of transport vessels to relocate rigs; (xxiii) environmental
or other liabilities, risks or losses, whether related to hurricane damage, losses or liabilities
(including wreckage or debris removal) in the Gulf of Mexico or otherwise, that may arise in the
future and are not covered by insurance or indemnity in whole or in part; (xxiv) limited
availability or high cost of insurance coverage for certain perils such as hurricanes in the Gulf
of Mexico or associated removal of wreckage or debris; (xxv) self-imposed or regulatory limitations
on drilling locations in the Gulf of Mexico during hurricane season; (xxvi) impact of current and
future government laws and regulations affecting the oil and gas industry in general and our
operations and restructuring in particular, including taxation as well as repeal or modification of
same; (xxvii) our ability to attract and retain skilled personnel; (xxviii) governmental action and
political and economic uncertainties, including expropriation, nationalization, confiscation or
deprivation of our assets; (xxix) terrorism or military action impacting our operations, assets or
financial performance; (xxx) outcome of litigation, legal proceedings, investigations or insurance
or other claims; (xxxi) adverse changes in foreign currency exchange rates, including their impact
on the fair value measurement of our derivative financial instruments; (xxxii) potential long-lived
asset or goodwill impairments; (xxxiii) potential reduction in fair value of our auction rate
securities; and (xxxiv) other risks as described from time to time as Risk Factors and otherwise in
the Companys SEC filings. Moreover, the United States Congress, the U.S. Internal Revenue Service,
the U.K. Parliament or H.M. Revenue & Customs may attempt to enact new statutory or regulatory
provisions that could adversely affect Enscos status as a non-U.S. corporation or otherwise
adversely affect Enscos anticipated global tax position following the restructuring. Retroactive
statutory or regulatory actions have occurred in the past, and there can be no assurance that any
such provisions, if enacted or promulgated, would not have retroactive application to Ensco or the
restructuring.
The factors identified above are believed to be important factors (but not necessarily all of
the important factors) that could cause actual results to differ materially from those expressed in
any forward-looking statement made by us. Other factors not discussed herein could also have
material adverse effects on us. All forward-looking statements included in this document are
expressly qualified in their entirety by the foregoing cautionary statements.
The foregoing list of factors is not exhaustive and new factors may emerge from time to time
that could also affect actual performance and results. For additional factors see also Risk
Factors in Enscos definitive proxy statement/prospectus filed with the SEC on November 20, 2009,
Part I, Item 1A Risk Factors included in Enscos Form 10-K for the year ended December 31,
2008, and Part II, Item 1A Risk Factors included in Enscos Form 10-Q for the quarter ended
September 30, 2009. Copies of the Form 10-K and Form 10-Q are available online at
www.sec.gov or on request from the Company as set forth in Part I, Item 1 Available
Information in Enscos Form 10-K.
All information in this news release is as of today. The Company undertakes no duty to update
any forward-looking statement, to conform the statement to actual results, or reflect changes in
the Companys expectations.
Contact: | Sean ONeill Vice President Investor Relations (214) 397-3011 |