England and Wales (State or Other Jurisdiction of Incorporation or Organization) | 98-0635229 (I.R.S. Employer Identification Number) |
6 Chesterfield Gardens London England (Address of Principal Executive Offices) | W1J 5BQ (Zip Code) |
Large accelerated filer | x | Accelerated filer | o | |||
Non-Accelerated filer | o (Do not check if a smaller reporting company) | Smaller reporting company | o |
Title of securities to be Registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed maximum aggregate offering price(2) | Amount of registration fee |
Class A Ordinary Shares, par value U.S. $0.10 per share | 9,000,000 | $25.15 | $226,350,000 | $26,302 |
(1) | Class A Ordinary Shares of Ensco plc (the “Company” or the “Registrant”), U.S. $0.10 par value per share (the “Shares”), being registered hereby relate to the Ensco plc 2012 Long-Term Incentive Plan. Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover such indeterminate number of additional Shares as may become issuable under the plan as a result of the antidilution provisions thereof. |
(2) | Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(c) and (h) promulgated under the Securities Act, based on the average high and low prices of the Shares as reported by the New York Stock Exchange on May 18, 2015. |
Exhibit Number | Exhibit | |
*4.1 | New Articles of Association of Ensco plc (incorporated by reference to Annex 2 to the Registrant's Proxy Statement on Form DEF 14A filed on April 5, 2013, as adopted by Special Resolution passed on May 20, 2013, File No. 1-8097). | |
*4.2 | Ensco plc 2012 Long-Term Incentive Plan, effective January 1, 2012 (incorporated by reference to Annex A to the Registrant's Proxy Statement filed on April 4, 2012, File No. 1-8097). | |
*4.3 | First Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective August 21, 2012 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, File No. 1-8097). | |
*4.4 | Second Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, File No. 1-8097). | |
*4.5 | Third Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 30, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 19, 2015, File No. 1-8097). | |
5.1 | Legal Opinion of Baker Botts (UK) LLP. | |
15.1 | Letter regarding unaudited interim financial information. | |
23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm of Ensco plc. | |
23.2 | Consent of Baker Botts (UK) LLP (included in Exhibit 5.1). | |
24.1 | Power of Attorney (included as part of signature page to this Registration Statement). |
ENSCO PLC | ||
By: | /s/ James W. Swent III James W. Swent III Executive Vice President and Chief Financial Officer |
Signature | Title | Date | ||
/s/ Carl G. Trowell | Director, Chief Executive Officer and President (principal executive officer) | May 19, 2015 | ||
Carl G. Trowell | ||||
/s/ James W. Swent III | Executive Vice President and Chief Financial Officer (principal financial officer) | May 19, 2015 | ||
James W. Swent III | ||||
/s/ Robert W. Edwards III | Controller (principal accounting officer) | May 19, 2015 | ||
Robert W. Edwards III | ||||
/s/ Paul E. Rowsey, III | Chairman of the Board and Director | May 19, 2015 | ||
Paul E. Rowsey, III | ||||
/s/ J. Roderick Clark | Director | May 19, 2015 | ||
J. Roderick Clark | ||||
/s/ Roxanne J Decyk | Director | May 19, 2015 | ||
Roxanne J Decyk | ||||
/s/ Mary E. Francis CBE | Director | May 19, 2015 | ||
Mary E. Francis CBE | ||||
/s/ C. Christopher Gaut | Director | May 19, 2015 | ||
C. Christopher Gaut | ||||
/s/ Gerald W. Haddock | Director | May 19, 2015 | ||
Gerald W. Haddock | ||||
/s/ Francis S. Kalman | Director | May 19, 2015 | ||
Francis S. Kalman | ||||
/s/ Keith O. Rattie | Director | May 19, 2015 | ||
Keith O. Rattie | ||||
/s/ Brady K. Long | Vice President-General Counsel and Company Secretary and Authorized Representative in the United States | May 19, 2015 | ||
Brady K. Long |
Exhibit Number | Exhibit | |
*4.1 | New Articles of Association of Ensco plc (incorporated by reference to Annex 2 to the Registrant's Proxy Statement on Form DEF 14A filed on April 5, 2013, as adopted by Special Resolution passed on May 20, 2013, File No. 1-8097). | |
*4.2 | Ensco plc 2012 Long-Term Incentive Plan, effective January 1, 2012 (incorporated by reference to Annex A to the Registrant's Proxy Statement filed on April 4, 2012, File No. 1-8097). | |
*4.3 | First Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective August 21, 2012 (incorporated by reference to the Registrant's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012, File No. 1-8097). | |
*4.4 | Second Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective January 1, 2013 (incorporated by reference to Exhibit 10.2 to the Registrant's Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, File No. 1-8097). | |
*4.5 | Third Amendment to the Ensco plc 2012 Long-Term Incentive Plan, effective March 30, 2015 (incorporated by reference to Exhibit 10.1 to the Registrant's Current Report on Form 8-K filed on May 19, 2015, File No. 1-8097). | |
5.1 | Legal Opinion of Baker Botts (UK) LLP. | |
15.1 | Letter regarding unaudited interim financial information. | |
23.1 | Consent of KPMG LLP, Independent Registered Public Accounting Firm of Ensco plc. | |
23.2 | Consent of Baker Botts (UK) LLP (included in Exhibit 5.1). | |
24.1 | Power of Attorney (included as part of signature page to this Registration Statement) |