EnscoRowan Combination

On 11 April 2019, Ensco plc (“Ensco”) completed its transaction (the “Transaction”) with Rowan Companies plc (“Rowan”). In connection with the Transaction, Rowan shareholders became entitled to receive 2.75 Ensco Class A ordinary shares of $0.10 each in exchange for each share of Rowan Class A ordinary share owned. Holders of Rowan Class A ordinary shares should read "Important Information for Rowan Shareholders" below for information regarding receipt of their Ensco shares. Following Completion of the Transaction, every four Ensco Class A ordinary shares of $0.10 each were consolidated into one Class A ordinary share of $0.40 pursuant to a reverse stock split (the “Reverse Stock Split”).

While the “Frequently Asked Questions” addressed below are intended to provide general information for Rowan shareholders, the information provided below does not constitute legal, tax or accounting advice. You are encouraged to consult your own legal, tax or accounting advisor regarding the questions below and the consequences (including U.S. federal income tax consequences) to you of the Transaction.

Important Information for Rowan Shareholders

Atwood Acquisition

On 6 October 2017, Ensco completed its acquisition of Atwood Oceanics, Inc. In connection with the transaction, Atwood shareholders became entitled to receive 1.60 Ensco Class A ordinary shares in exchange for each share of Atwood common stock owned. Holders of Atwood common stock should read "Important Information for Atwood Shareholders" below for information regarding receipt of their Ensco shares.

While the “Frequently Asked Questions” addressed below are intended to provide general information for Atwood shareholders, the information provided below does not constitute legal, tax or accounting advice. You are encouraged to consult your own legal, tax or accounting advisor regarding the questions below and the consequences (including U.S. federal income tax consequences) to you of the transaction.

Important Information for Atwood Shareholders

Senior Notes Exchange

On 5 January 2017, Ensco completed private offers to exchange certain outstanding notes issued by Ensco and its wholly owned subsidiary, Pride International, Inc. In connection with the offers, Ensco made payment of cash and Ensco’s 8.00% Senior Notes due 2024 on 9 January 2017.

U.S. holders of certain outstanding notes issued by Ensco included in the offers should review "IRS Form 8937 Report of Organizational Actions Affecting Basis of Securities" below for information regarding this exchange, including the issue price of Ensco’s 8.00% Senior Notes due 2024.

Other Information

Share Conversion from American Depositary Shares to Class A Ordinary Shares

Due to certain historical regulatory policies applicable to U.K. companies, Ensco plc’s shares had been listed on the NYSE as American Depositary Shares (“ADSs”) since the company's redomestication to the U.K. in December 2009.

As a result of recent changes in applicable regulatory policies, the Company’s Board of Directors decided to terminate the ADS facility to allow for Ensco’s Class A Ordinary Shares (“Shares”) to trade directly on the NYSE (The “Conversion”). Ensco's Class A Ordinary Shares began trading on the NYSE on 22 May 2012 under the same symbol “ESV.”

Other Information

Pride Acquisition

On 31 May 2011, Ensco completed its acquisition of Pride International, Inc. Under the terms of the agreement, with exceptions for certain UK residents and dissenting stockholders, Pride International stockholders are receiving 0.4778 newly-issued shares of Ensco plus $15.60 in cash for each share of Pride International common stock. Shares not timely certified as to UK residency were sold at the net rate of $52.90686400 per share and allocated to DTC participants on 14 July 2011. Holders of Pride common stock should read "Important Information for Pride Stockholders" below for information ragarding receipt of their cash and Ensco shares.

Other Information

Redomestication

Effective 23 December 2009, Ensco’s parent company changed its legal domicile from Delaware, U.S.A. to the United Kingdom (UK) through a merger transaction. Due to the change, the parent company changed from Ensco International Incorporated (Ensco Delaware) to Ensco plc (formerly known as Ensco International plc) in a transaction whereby the Ensco Delaware shareholders exchanged their shares for ADSs in Ensco plc.

Other Information