Exhibit (b)
Exhibit
(b)
Execution
Copy
ISSUANCE INSTRUCTIONS
September
29, 2009
Citibank,
N.A., as Depositary
ADR
Department
000
Xxxxxxxxx Xxxxxx, 00xx
Floor
New York,
New York 10013
Attn.: Xxxxxx
Xxxxx
ENSCO International Limited
ADSs
Ladies
and Gentlemen:
Reference
is made to the Deposit Agreement, dated as of September 29, 2009 (the “Deposit Agreement”),
by and among ENSCO International Limited, a company organized under the
laws of England and Wales (the “Company”), Citibank N.A., a national banking
association organized under the laws of the United States of America acting in
its capacity as depositary (the “Depositary”), and all Holders and Beneficial
Owners of American Depositary Shares (“ADSs”) issued thereunder. Capitalized
terms used but not defined herein shall have the meanings given to them in the
Deposit Agreement.
This
Issuance Instruction is being furnished in connection with our issuance of
Shares, to be delivered in the form of Depositary Shares, to ENSCO International
Incorporated.
The Company hereby instructs the
Depositary to (i) direct the Custodian to accept, on Depositary’s behalf, the
deposit of 150,000,000 Shares (the “Transaction Shares”), and (ii) following confirmation of
receipt by the Custodian of the deposit of the Transaction Shares, issue the
Restricted ADRs (the “Transaction
ADRs”) evidencing the corresponding number of
Restricted ADSs (the “Transaction
ADSs”) as specified in Exhibit A
hereto. The Depositary is
to affix to the Transaction ADRs a legend substantially in the form of the
legend set forth on Exhibit B
hereto (the “Transaction Legend”). The Depository shall not process any
transfer or cancellation of any of the Transaction ADSs without the prior
written confirmation from the
Company
that such transfer or cancellation complies with the limitations contemplated in
the Transaction Legend.
The
Company hereby confirms that any and all UK Stamp Duty Taxes (including the UK
Stamp Duty Reserve Tax) applicable to the deposit of the Transaction Shares with
the Custodian will be paid no later than the due date thereof. The Company shall
indemnify the Depositary and the Custodian for, and hold the Depositary and the
Custodian harmless against, all claims, losses, damages, costs and expenses
(including reasonable legal fees and disbursements), penalties and taxes
incurred by the Depositary and/or by the Custodian or to which the Depositary
and/or the Custodian may become subject to and arising directly or indirectly
from the failure by any person to pay (or discharge) any Stamp Duty, Stamp Duty
Reserve Tax, or any other similar duty or tax in connection with the Transaction
Shares, the Transaction ADSs and the Transaction ADRs
ENSCO International Limited | |||
By:
|
/s/ Xxxxx Xxxxxx Xxxxxx | ||
Name: Xxxxx Xxxxxx Xxxxxx | |||
Title: Director |
Acknowledged
CITIBANK, N.A. - ADR Depositary | |||
By:
|
/s/ Xxxxxx Xxxxx | ||
Name: Xxxxxx Xxxxx | |||
Title: Vice President |
Exhibit
A
Transaction ADSs and Transaction
ADRs
Name
of Registered
Holder
|
Address
of Registered
Holder
|
Tax
ID Number of
Registered
Holder
|
Number
of Transaction
ADSs
|
ENSCO
International
Incorporated
|
000
Xxxxx Xxxxx Xxxxxx
Xxxxx
0000
Xxxxxx,
XX 00000-0000
|
00-0000000
|
15,000,000
ADSs
|
ENSCO
International
Incorporated
|
000
Xxxxx Xxxxx Xxxxxx
Xxxxx
0000
Xxxxxx,
XX 00000-0000
|
00-0000000
|
15,000,000
ADSs
|
ENSCO
International
Incorporated
|
000
Xxxxx Xxxxx Xxxxxx
Xxxxx
0000
Xxxxxx,
XX 00000-0000
|
00-0000000
|
15,000,000
ADSs
|
ENSCO
International
Incorporated
|
000
Xxxxx Xxxxx Xxxxxx
Xxxxx
0000
Xxxxxx,
XX 00000-0000
|
00-0000000
|
15,000,000
ADSs
|
ENSCO
International
Incorporated
|
000
Xxxxx Xxxxx Xxxxxx
Xxxxx
0000
Xxxxxx,
XX 00000-0000
|
00-0000000
|
15,000,000
ADSs
|
ENSCO
International
Incorporated
|
000
Xxxxx Xxxxx Xxxxxx
Xxxxx
0000
Xxxxxx,
XX 00000-0000
|
00-0000000
|
15,000,000
ADSs
|
ENSCO
International
Incorporated
|
000
Xxxxx Xxxxx Xxxxxx
Xxxxx
0000
Xxxxxx,
XX 00000-0000
|
00-0000000
|
15,000,000
ADSs
|
ENSCO
International
Incorporated
|
000
Xxxxx Xxxxx Xxxxxx
Xxxxx
0000
Xxxxxx,
XX 00000-0000
|
00-0000000
|
15,000,000
ADSs
|
ENSCO
International
Incorporated
|
000
Xxxxx Xxxxx Xxxxxx
Xxxxx
0000
Xxxxxx,
XX 00000-0000
|
00-0000000
|
15,000,000
ADSs
|
ENSCO
International
Incorporated
|
000
Xxxxx Xxxxx Xxxxxx
Xxxxx
0000
Xxxxxx,
XX 00000-0000
|
00-0000000
|
15,000,000
ADSs
|
Total
Number of
Transaction
ADSs
|
150,000,000
ADSs
|
Exhibit
B
Legend
THE ADSS
AND THE SHARES REPRESENTED THEREBY HAVE NOT BEEN
REGISTERED
WITH THE UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
OR OTHER REGULATORY AUTHORITY OF ANY STATE OR OTHER
JURISDICTION
IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER
THE
SECURITIES ACT, AND OTHER APPLICABLE SECURITIES LAWS AND,
ACCORDINGLY,
MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN
EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR
PURSUANT
TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT
TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND
IN
ACCORDANCE WITH APPLICABLE STATE OR OTHER APPLICABLE
JURISDICTION’S
SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF
COUNSEL
TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH
SHALL BE
REASONABLY ACCEPTABLE TO THE COMPANY AND TO THE
DEPOSITARY