Skip to main content

FAQs - Share Exchange for the Rowan Transaction

Is the exchange of Rowan Class A ordinary shares for Ensco Class A ordinary shares mandatory? What do Rowan shareholders receive in exchange for Rowan Class A ordinary shares? How are fractional shares handled? How does a Rowan shareholder receive Ensco Class A ordinary shares if their Rowan Class A ordinary shares are held with a bank, broker, custodian or other nominee? How does a Rowan shareholder receive Ensco Class A ordinary shares if their Rowan Class A ordinary shares are certificated? How does an Ensco shareholder receive Ensco Class A ordinary shares of nominal value $0.40 each if their Ensco Class A ordinary shares of nominal value $0.10 each are certificated? Who is the Exchange Agent? How does a Rowan shareholder contact the Exchange Agent if they have questions or need to send materials to the Exchange Agent?

Is the exchange of Rowan Class A ordinary shares for Ensco Class A ordinary shares mandatory? What do Rowan shareholders receive in exchange for Rowan Class A ordinary shares?

Yes, the exchange is mandatory. The Rowan Class A ordinary shares have stopped trading on the New York Stock Exchange and can no longer be transferred. Rowan shareholders are entitled to receive 2.75 Ensco Class A ordinary shares for each Rowan Class A ordinary share they own.

back to top

How are fractional shares handled?

Ensco will not issue fractional shares in connection with the Transaction. Fractional shares arising from the Transaction and the Reverse Stock Split have been aggregated and will be sold in the market. A shareholder who would otherwise have been entitled to receive a fraction of an Ensco Class A ordinary share will be paid the net proceeds of sale attributable to such entitlement provided that, where such shareholder would be entitled to an aggregate amount which is less than $5.00, then that amount will not be paid to such shareholder but will instead be retained by Ensco for its benefit.

back to top

How does a Rowan shareholder receive Ensco Class A ordinary shares if their Rowan Class A ordinary shares are held with a bank, broker, custodian or other nominee?

Beneficial holders of Rowan Class A ordinary shares who hold their shares through a bank, broker, custodian or other nominee participating in the DTC system will have their accounts automatically credited with a number of Ensco Class A ordinary shares equal to the number of Rowan Class A ordinary shares held by such holder prior to the effective time multiplied by the exchange ratio of 2.75 and divided by four to effect the Reverse Stock Split.

back to top

How does a Rowan shareholder receive Ensco Class A ordinary shares if their Rowan Class A ordinary shares are certificated?

Upon the closing of the Transaction, all certificates representing Rowan Class A ordinary shares ceased to have effect as documents of title and no further action needs to be taken by Rowan shareholders to receive Ensco Class A ordinary shares of $0.40 each. Certificates may voluntarily be returned to the Exchange Agent.

back to top

How does an Ensco shareholder receive Ensco Class A ordinary shares of nominal value $0.40 each if their Ensco Class A ordinary shares of nominal value $0.10 each are certificated?

No further action needs to be taken by Ensco shareholders to receive Ensco Class A ordinary shares of $0.40 each. Certificates may voluntarily be returned to the Exchange Agent.

back to top

Who is the Exchange Agent? How does a Rowan shareholder contact the Exchange Agent if they have questions or need to send materials to the Exchange Agent?

Computershare Trust Company, N.A. is acting as the Exchange Agent. Rowan shareholders may contact Computershare as follows:

By Telephone (9 a.m. to 6 p.m. (New York Time) Monday through Friday, except bank holidays):

From within the U.S., Canada or Puerto Rico: 1-888-868-8111 (Toll Free)
From outside the U.S.: (732) 491-4324

By Mail:

Computershare
Attn: Corporate Action Dept.
P.O. Box 43001
Providence, RI 02940-3001

By Overnight Delivery:

Computershare
250 Royall Street
Canton, MA. 02021

back to top