Ensco plc – Amendment and Termination of ADR ProgramLetter Agreement • May 15th, 2012 • Ensco PLC • Drilling oil & gas wells
Reference is hereby made to (i) the Deposit Agreement, dated as of September 29, 2009 (the “Deposit Agreement”), by and among Ensco plc, a company organized and existing under the laws of England and Wales and previously known as “ENSCO International Limited” and as “Ensco International plc” (the “Company”), Citibank, N.A., a national banking association organized under the laws of the United States of America (“Citibank”) and acting in its capacity as depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares issued thereunder, (ii) the Equity Incentive Plan Servicing Agreement, dated as of December 22, 2009, as amended by Letter Agreement, dated as of August 9, 2010 (as so amended, the “EIP Agreement”), by and between the Company and Citibank, and (iii) the Letter Agreement, dated December 22, 2009 (the “Bailment Letter Agreement”), by and among the Company, ENSCO International Incorporated and the Depositary. All capitalized terms used but not
FORM OF ADR]Letter Agreement • May 15th, 2012 • Ensco PLC • Drilling oil & gas wells
The Deposit Agreement for the Ensco plc ADSs (as hereinafter defined) has been amended and supplemented by Letter Agreement, effective May 14, 2012 (the “Letter Agreement”), by and among Ensco plc, Citibank, N.A., as ADS Depositary, and Computershare Trust Company, N.A., as Exchange Agent, in connection with the termination of the Ensco plc ADR facility, a copy of which has been filed with the U.S. Securities and Exchange Commission under cover of Post-Effective Amendment No. 1 to Registration Statement on Form F-6 (Reg. No. 333-179019). As a result of the termination of the Ensco plc ADR facility, all third party ADSs will be cancelled and holders of the cancelled ADSs will be entitled to receive the corresponding Shares (as hereinafter defined) from Computershare Trust Company, N.A., in its capacity as Exchange Agent for the termination of the Ensco plc ADR facility, upon the terms described in the Letter Agreement and the form of notice to ADS holders attached thereto. A copy of the
Deed of Amendment No. 5 The Ensco Multinational Savings Plan between Citco Trustees (Cayman) Limited (as Trustee) and Ensco plcEnsco PLC • May 15th, 2012 • Drilling oil & gas wells
