- Additional Proxy Soliciting Materials (definitive) (DEFA14A)
May 27 2011 - 4:50PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
PRIDE INTERNATIONAL, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange
Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it
was determined):
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4)
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Proposed maximum aggregate value of transaction:
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5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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Employee Stock Purchase Plan Question and Answers
As you are aware, Pride International, Inc. (Pride) entered into a merger agreement with
Ensco plc (Ensco) on February 6, 2011, pursuant to which Pride is to merge with a subsidiary of
Ensco. This merger will impact Prides Employee Stock Purchase Plan (the ESPP). This document
presents a few questions and answers that may help your understanding of the mergers impact on the
ESPP and assumes that the merger will be completed before July 1, 2011.
This document also describes the tax effects of the merger on shares of Pride common stock
acquired pursuant to the ESPP. The rules governing these tax effects are complex. This document
is designed to provide an overview of the applicable U.S. rules, but you should consult your own
tax advisor concerning your particular tax consequences and refer to the ESPP prospectus for a more
detailed discussion of these rules. For a discussion of the material tax consequences of the
merger generally, please refer to the joint proxy statement/prospectus filed in connection with the
merger.
Q.
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If the merger is completed before July 1, 2011, how will my ability to purchase shares under
the ESPP be affected?
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A.
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The Pride Compensation Committee has specified that the last date of the current purchase
period will be May 20, 2011 (the Early Purchase Period End Date). The Early Purchase Period
End Date is prior to the expected date of the merger to allow sufficient time for shares of
Pride common stock you acquire during the current purchase period to be deposited into your
UBS account prior to the merger. Shares of Pride common stock will be purchased on the Early
Purchase Period End Date at a cost to you equal to the lesser of 85% of the fair market value
of a share of Pride common stock on (i) January 3, 2011 or (ii) the Early Purchase Period End
Date.
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Q.
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How will the merger affect shares of Pride common stock I have purchased pursuant to the
ESPP?
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A.
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Each share of Pride common stock that is issued and outstanding at the time of the merger
will be converted into (i) $15.60 in cash and (ii) 0.4778 Ensco American Depositary Shares
(ADSs) which are traded on the New York Stock Exchange (such conversion, the Conversion).
Shares of Pride common stock that you purchase during the current purchase period will be
treated the same way.
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Q.
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How is the ESPP impacted by the merger?
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A.
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The purchase period ending on the Early Purchase Period End Date will be the final purchase
period under the ESPP, and the ESPP will be terminated on that date. There will be no further
enrollments in the ESPP after the Early Purchase End Date, and you will no longer be able to
participate in the ESPP following that date.
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Q.
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In general, what is the U.S. tax treatment of shares acquired under the ESPP?
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A.
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The tax treatment of shares acquired pursuant to the ESPP depends on how long you have held
the shares. This period is sometimes called the holding period. If you sell or exchange
the shares (i) less than two years after the beginning of the purchase period in which you
purchased the shares or (ii) less than one year from the date you actually purchased shares
pursuant to the ESPP, then your sale or exchange is considered a disqualifying disposition.
If your sale or exchange occurs after such periods, then it is considered a qualifying
disposition.
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For shares of Pride common stock that you (i) acquire or acquired in the purchase periods
beginning July 1, 2009, January 1, 2010, July 1, 2010 and January 1, 2011, and (ii) hold on
the date that the merger is completed (the Merger Date), the Conversion will result in a
disqualifying disposition. The Conversion will result in a qualifying disposition for
shares of Pride common stock that you acquired in purchase periods beginning on and before
January 1, 2009.
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Q.
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What is the tax treatment of a qualifying disposition?
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A.
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If your sale or exchange is considered a qualifying disposition, you will recognize ordinary
income equal to the lesser of (i) the difference between the fair market value of the shares
on the date of purchase and the purchase price under the ESPP or (ii) the difference between
the amount realized on the sale of the shares and the purchase price under the ESPP. The
basis in your shares will be increased by the amount of ordinary income recognized. When you
sell the shares, any additional gain or loss recognized on the qualifying disposition will be
long-term capital gain or loss.
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Q.
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What is the tax treatment of a disqualifying disposition?
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A.
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If your sale or exchange is considered a disqualifying disposition, you will recognize
ordinary income equal to the difference between the fair market value of the shares on the
date of purchase and the purchase price under the ESPP. The basis in your shares will be
increased by the amount of ordinary income recognized. When you sell the shares, any
additional gain or loss recognized on the disqualifying disposition will be short- or
long-term capital gain or loss, depending on how long you have held the shares after the date
you purchased the shares. If you have held the shares less than one year, your capital gain
or loss will be a short-term capital gain or loss. If you have held the shares for one year
or more, your capital gain or loss will be long-term capital gain or loss.
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Q.
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How do I determine the fair market value of Pride common stock that I acquired under the
ESPP?
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A.
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You received, or will receive, a statement including such value at the time you acquired your
shares of Pride common stock. This statement may be accessed through your online account at
UBS One Source. You may also call the UBS call center at 1-877-733-7857 (201-272-7694 outside
the U.S.) to obtain this information.
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Q.
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Please provide an example of a disqualifying disposition that results in a taxable gain.
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A.
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Assume that you acquired 100 shares of Pride common stock at a total fair market value of
$3,300 for a purchase price of $1,930. Assume that an Ensco ADS has a fair market value of
$56 on the date of the consummation of the merger. In exchange for your 100 shares of Pride
common stock, you will receive 47 whole Ensco ADSs, with a value of $2,632 ($56 per ADS * 47
ADSs), $1,560 in cash ($15.60 per share * 100 shares), and the cash value of 0.78 fractional
Ensco ADSs (approximately $44 ($56 per ADS * 0.78 ADSs)). The total value of the Ensco ADSs
and cash you receive in the Conversion is $4,236. In a disqualifying disposition, you will
recognize ordinary income of $1,370 ($3,300 $1,930) and capital gain of $936 ($4,236 -
$3,300). Your capital gain will be long-term or short-term depending on how long you had held
the shares of Pride common stock. Your basis in your Ensco ADSs will be $56 per ADS.
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Q.
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Please provide an example of a qualifying disposition that results in a taxable gain.
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A.
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Assume the same facts as in the question immediately above. In a qualifying disposition, for
each share of Pride common stock, you will recognize ordinary income of $1,370 ($3,300 -
$1,930) and capital gain of $936 ($4,236 $3,300). Your capital gain will be long-term
capital gain. Your basis in your Ensco ADSs will be $56 per ADS.
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While on these assumed facts the amount of ordinary income and capital gain is the same
regardless of whether the Conversion is a qualifying disposition or disqualifying
disposition, you would be required to recognize more ordinary income in a disqualifying
disposition if the value you receive in the Conversion is less than the fair market value of
the Pride common stock when you purchased it.
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Q.
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What information return will I receive as a result of the Conversion?
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A.
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You will receive a Form 1099-B from your broker. Note that the Form 1099-B might report only
the cash proceeds of the Conversion as the sales price. However, you must also include the
fair market value of the Ensco ADSs you receive in the sales price, regardless of whether the
value of the Ensco ADSs is reported on the Form 1099-B. For more information, please refer to
the joint proxy statement/prospectus that was mailed to you, noting especially the material
under the heading Material U.S. Federal Income Tax Consequences of the Merger.
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Q.
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What information will be provided in UBS One Source regarding the Conversion of Pride common
stock I own?
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A.
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As described above, you will receive cash and Ensco ADSs in the Conversion. The cash you
receive in the Conversion will be displayed in the opening page summary when you log in to UBS
One Source. On the ESPP detail page in UBS One Source, the shares purchased column will
continue to show the number of shares of Pride common stock you purchased, but, assuming you
have not sold all the shares purchased, the shares available column will display the number of
Ensco ADSs available and related to that purchase after the Conversion.
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Q.
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When will I receive my Ensco ADSs?
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A.
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We expect that your Ensco ADSs will be available in your online account at UBS One Source
several business days after the merger. You may request sale of your Ensco ADSs online
through your online account at UBS One Source or by calling the UBS call center at
1-877-733-7857 (201-272-7694 outside the U.S.).
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Q.
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When will I receive my cash payment resulting from the Conversion?
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A.
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We expect that your cash will be available in your online account at UBS One Source several
business days after the merger. You may request payment of that amount through your online
account at UBS One Source or by calling the UBS call center at 1-877-733-7857 (201-272-7694
outside the U.S.).
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Q.
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Do I need to take any action under the ESPP?
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A.
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No, the actions described above will occur automatically without any action on your part.
Except as described above, the merger has no other effect on your election to participate in
the ESPP, the amount of your contributions under the ESPP or your purchase of Pride common
stock under the ESPP. You will be treated the same as any other Pride stockholder upon the
completion of the merger.
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You are urged to consult your own tax advisor regarding the particular consequences of the merger
to you, including the applicability and effect of all U.S. federal, state and local and foreign tax
laws. We also urge you to read the joint proxy statement/prospectus that was mailed to you, noting
especially the material under the heading Material U.S. Federal Income Tax Consequences of the
Merger.
The share prices in the examples provided above are purely hypothetical, are provided solely for
illustrative purposes and do not necessarily represent any actual share prices of either Pride
common stock or Ensco ADSs.
The information contained in this document does not constitute tax advice and is not intended or
written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the
Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction
or matter addressed herein. In addition, this information does not purport to be complete or to
describe the consequences that may apply to particular categories of Pride stockholders.
***
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Pride Equity Question and Answers
As you are aware, Pride International, Inc. (Pride) entered into a merger agreement with
Ensco plc (Ensco) on February 6, 2011, pursuant to which Pride is to merge with a subsidiary of
Ensco. This merger will impact outstanding equity awards that Pride has granted to you. This
document presents a few questions and answers that may help your understanding of the mergers
impact on your equity awards.
This document also describes the tax effects of the merger on shares of Pride common stock
acquired pursuant to your equity awards. The rules governing these tax effects are complex. This
document is designed to provide an overview of the applicable U.S. rules, but you should also
consult your own tax advisor concerning the particular tax consequences resulting from the mergers
impact on your equity awards. For a discussion of the material tax consequences of the merger
generally, please refer to the joint proxy statement/prospectus filed in connection with the
merger.
Q.
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How does the merger affect my restricted stock units (RSUs)?
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A.
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The merger will constitute a change in control, and your RSUs will fully vest and be
settled prior to the occurrence of the merger.
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Q.
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What are the tax implications of the vesting of my RSUs?
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A.
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The vesting of your RSUs will result in ordinary income to you. This amount will be subject
to federal income taxes and applicable FICA taxes.
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Q.
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Will the vesting of my RSUs result in a tax withholding obligation?
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A.
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Yes. A number of Pride shares sufficient to satisfy withholding obligations will be withheld
at the time of vesting.
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Q.
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How many shares will be withheld?
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A.
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It depends. If the wages you have received in 2011 up to the date of the merger are less
than $106,800, you will be subject to FICA withholding at a rate of 5.65%. If the wages you
have received in 2011 up to the date of the merger exceed $106,800, you will be subject to
FICA withholding at a rate of 1.45%.
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Shares will be withheld for purposes of state income tax if you are a resident of Alabama,
Louisiana or Oklahoma.
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You will also be subject to federal income tax withholding at a rate of either 25% or 35%.
If your 2011 supplemental wages (generally, bonuses and income from the exercise and vesting
of equity awards, but not including base salary) are less than or equal to $1,000,000, 25%
of your shares will be withheld for federal income taxes. If your 2011 supplemental wages
are greater than $1,000,000, 35% of your shares will be withheld for federal income taxes.
If the vesting of your RSUs causes your 2011 supplemental wages to exceed $1,000,000, then
25% of the portion of the vested shares that results in 2011
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supplemental wages equal to $1,000,000 will be withheld and 35% of the portion of the vested
shares that results in 2011 supplemental wages greater than $1,000,000 will be withheld for
federal income tax purposes.
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However, if you are not a U.S. taxpayer, no shares will be withheld for FICA, state or
federal taxes.
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Q.
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What if my effective federal income tax rate is greater than 25%?
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A.
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If you believe you may have additional tax obligations beyond the amount Pride will withhold,
consult with your tax advisor regarding the satisfaction of that liability. Note that as a
result of the merger you will receive a partial cash payment for your shares (as discussed
below), so you will have more liquidity than is usually associated with a vesting event.
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Q.
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How will the merger affect shares of Pride common stock I receive pursuant to the settlement
of an RSU?
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A.
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You will be treated the same as any other Pride stockholder upon the consummation of the
merger. Each share of Pride common stock that is issued and outstanding at the time of the
merger will be converted into the right to receive (i) $15.60 in cash and (ii) 0.4778 Ensco
American Depositary Shares (ADSs) which are traded on the New York Stock Exchange (such
conversion, the Conversion).
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Q.
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How do I determine my cost basis in my Pride common stock?
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A.
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You received, or will receive, a statement stating your cost basis at the time you received
your Pride common stock. This statement may be accessed through your online account at UBS
One Source. You may also call the UBS call center at 1-877-733-7857 (201-272-7694 outside the
U.S.) to obtain this information.
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Q.
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Please provide an example of the Conversion with respect to shares of Pride common stock that
I previously received as a result of the settlement of an RSU.
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A.
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Assume that upon the settlement of an RSU, you received 100 shares of Pride common stock with
a fair market value of $34 per share on the date of settlement. Assume that on the date of
the merger, the fair market value of an Ensco ADS is $56 per ADS.
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Your cost basis in your Pride common stock is $3,400 ($34 per share * 100 shares).
Following the Conversion you will receive 47 whole Ensco ADSs, with a value of $2,632 ($56
per ADS * 47 ADSs), $1,560 in cash ($15.60 per share * 100 shares), and the cash value of
0.78 fractional Ensco ADSs (approximately $44 ($56 per ADS * 0.78 ADSs)). The total value
of the Ensco ADSs and cash you receive in the Conversion is $4,236. Because your cost basis
in your Pride common stock was $3,400, you will recognize a taxable gain of $836 ($4,236 -
$3,400). This gain will be either long-term or short-term capital gain depending on how
long you had held the shares of Pride common stock. Your holding period in your shares of
Pride common stock started when your RSU was settled. Your cost basis in your Ensco ADSs
will be $56 per ADS.
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Q.
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Is this treatment different for Pride common stock that I receive pursuant to an RSU that
vests on the date of the merger?
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A.
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As discussed above, your RSUs will vest as a result of the merger, and the vesting of the
Pride shares will result in ordinary income to you. Depending on the value of the Pride
common stock and the Ensco ADSs at the time of the merger, the Conversion may result in an
incremental tax gain or loss. The Conversion will occur as described in the question
immediately above.
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Q.
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What information return will I receive as a result of the Conversion?
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A.
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You will receive a Form 1099-B from your broker. Note that the Form 1099-B might report only
the cash proceeds of the Conversion as the sales price. However, you must also include the
fair market value of the Ensco ADSs you receive in the sales price, regardless of whether the
value of such Ensco ADSs is reported on the Form 1099-B. For more information, please refer
to the joint proxy statement/prospectus that was mailed to you, noting especially the material
under the heading Material U.S. Federal Income Tax Consequences of the Merger.
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Q.
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What information will be provided in UBS One Source regarding the Conversion of Pride common
stock that I own?
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A.
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As previously discussed, you will receive a combination of shares of Ensco ADSs and cash in
the Conversion of Pride common stock you own.
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The cash and actual Ensco ADSs you receive in the Conversion will be displayed in the
opening page summary when you log in to UBS One Source. The actual Ensco ADSs in your
account will also be viewable on the shares summary page.
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On the grant detail pages in UBS One Source, all of your awards will continue to be
identified under the award type tab by the original grant date and Grant ID, however the
options granted or units awarded column and vested columns will be converted to Ensco ADSs.
Note that the number of Ensco ADSs shown on the grant detail page for restricted awards will
reflect the total value, in terms of Ensco ADSs, of what you received in the Conversion,
while you will in fact receive a combination of cash and Ensco ADSs. Because the total
value of what you received (including cash) is expressed in Ensco ADSs only, the actual
number of Ensco ADSs in your account will be lower, as displayed on the opening page summary
and the shares summary page.
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The Shares available column on each of the awards on the grant detail pages in UBS One
Source will show as zero to indicate that those positions have been fully vested and paid
out as a result of the merger. As described above, the actual number of Ensco ADSs
available in your account will be displayed on the opening page summary and the shares
summary page.
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Your original statements, confirms and advices will continue to be available through UBS One
Source and will always display the original grant, vesting and exercise
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information for your awards of common stock of Pride. Your June 2011 UBS Account Statement
will display the conversion of Pride common stock into Ensco ADSs and cash.
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Q.
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When will I receive my Ensco ADSs resulting from the Conversion?
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A.
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We expect that your Ensco ADSs will be available in your UBS account several business days
after the merger. You may request sale of your Ensco ADSs by logging in to your online
account at UBS One Source or by calling the UBS call center at 1-877-733-7857 (201-272-7694
outside the U.S.).
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Q.
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When will I receive my cash payment resulting from the Conversion?
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A.
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We expect that your cash will be available in your UBS account several business days after
the merger. You may request payment of that amount by logging in to your online account at
UBS One Source or by calling the UBS call center at 1-877-733-7857 (201-272-7694 outside the
U.S.).
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Q.
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How will the merger affect my ability to exercise my stock options or sell shares I received
from the vesting of my RSUs?
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A.
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You may exercise your stock options until the business day prior to the special stockholder
meeting to adopt the merger agreement. The meeting is scheduled for May 31, 2011; therefore,
the blackout period will commence at market close, 4:00 pm Eastern Time on Friday, May 27,
2011. In order to ensure that Pride shares are available for the Conversion, it is necessary
to suspend stock option exercises at that time. The stock option exercise black out period is
expected to end at market close, 4:00 pm Eastern Time on June 7, 2011, however you may check
for updates regarding the end of the black out period by logging in to your online account at
UBS One Source.
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Your RSUs will vest on May 31, 2011, however it will take several days to reflect the Ensco
ADSs and cash you receive in the Conversion in your online account at UBS One Source. It is
expected that your online account at UBS One Source will reflect your Ensco ADSs and cash
received in the Conversion at market close, 4:00 pm Eastern Time on June 7, 2011, and that
you could sell Ensco ADSs through UBS One Source beginning on June 8, 2011. If you would
like to sell Ensco ADSs prior to the date Ensco ADSs are reflected in your online account at
UBS One Source, you may contact Mike Dowd of UBS at 713-654-4713.
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Q.
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How will the merger affect the vesting of my stock options?
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A.
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The merger will constitute a change in control and your stock options will fully vest
immediately prior to the occurrence of the merger.
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Q.
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How long will I have to exercise my stock options following the merger?
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A.
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The period in which you have to exercise your stock options depends on whether you remain
employed with Ensco following the merger. Please refer to your stock option award agreements
for details as to the exercise periods for your stock options.
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8
Q.
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How will the merger affect the amount and exercise price of my Pride stock options?
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A.
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Your Pride stock options will be converted into options to purchase Ensco ADSs. Unlike the
treatment of Pride common stock in the Conversion, you will not receive any cash as a result
of the conversion of your Pride stock options into options to purchase Ensco ADSs.
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Your Pride stock options will be converted into options to purchase Ensco ADSs through the
use of an exchange ratio. To calculate the exchange ratio, the average of the closing price
of the Ensco ADSs for the five consecutive trading days ending three trading days prior to
the consummation of the merger is first calculated (the Final Average Price). The
exchange ratio is then calculated by dividing $15.60 by the Final Average Price and then
adding this quotient to 0.4778.
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To convert your Pride stock options into options to purchase Ensco ADSs, your Pride stock
options will be multiplied by the exchange ratio and then
rounded down
to the nearest whole
share. This value represents the number of options to purchase Ensco ADSs you will receive.
To calculate the new exercise price, the exercise price of your Pride stock options will be
divided by the exchange ratio and then
rounded up
to the nearest cent.
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Q.
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Can you provide an example of a conversion of Pride stock options into options to purchase
Ensco ADSs?
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A.
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Assume that the Final Average Price is $57.00. The exchange ratio is equal to $15.60 /
$57.00 + 0.4778, or 0.7515.
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Assume that you have 100 options to purchase Pride stock with a $25.00 exercise price. The
number of options to purchase Ensco ADSs you will receive is equal to 100 options * 0.7515,
or 75.15 shares. This number is then rounded down to 75 shares. The exercise price of your
converted stock options is equal to $25.00 / 0.7515, or $33.2667. This exercise price is
then rounded up to $33.27.
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Thus, following the conversion, you would have 75 options to purchase Ensco ADSs with an
exercise price of $33.27.
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Q.
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Do I need to take any action with respect to any of my Pride equity awards?
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A.
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No, the actions described above will occur automatically without any action on your part.
|
You are urged to consult your own tax advisor regarding the particular consequences of the merger
to you, including the applicability and effect of all U.S. federal, state and local and foreign tax
laws. We also urge you to read the joint proxy statement/prospectus that was mailed to you, noting
especially the material under the heading Material U.S. Federal Income Tax Consequences of the
Merger.
9
The share prices in the examples provided above are purely hypothetical, are provided solely for
illustrative purposes and do not necessarily represent any actual share prices of either Pride
common stock or Ensco ADSs.
The information contained in this document does not constitute tax advice and is not intended or
written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the
Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction
or matter addressed herein. In addition, this information does not purport to be complete or to
describe the consequences that may apply to particular categories of Pride stockholders.
***
10
Pride Equity Question and Answers
As you are aware, Pride International, Inc. (Pride) entered into a merger agreement with
Ensco plc (Ensco) on February 6, 2011, pursuant to which Pride is to merge with a subsidiary of
Ensco. This merger will impact outstanding equity awards that Pride has granted to you. This
document presents a few questions and answers that may help your understanding of the mergers
impact on your equity awards.
This document also describes the tax effects of the merger on shares of Pride common stock
acquired pursuant to your equity awards. The rules governing these tax effects are complex. This
document is designed to provide an overview of the applicable U.S. rules, but you should also
consult your own tax advisor concerning the particular tax consequences resulting from the mergers
impact on your equity awards. For a discussion of the material tax consequences of the merger
generally, please refer to the joint proxy statement/prospectus filed in connection with the
merger.
Q.
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|
How does the merger affect my restricted stock units (RSUs)?
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|
A.
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|
The merger will constitute a change in control, and your RSUs will fully vest and be
settled prior to the occurrence of the merger.
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|
Q.
|
|
How does the merger affect my performance RSUs (PRSUs)?
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|
A.
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|
The merger will constitute a change in control, and your PRSUs will fully vest and be
settled prior to the occurrence of the merger. The number of shares of Pride common stock you
receive in respect of your vested PRSUs will be based on actual achievement of the performance
metrics specified in your PRSU award agreement through May 18, 2011. The Pride Compensation
Committee will approve the achievement of the performance metrics on May 19, 2011, in order to
allow time for UBS to process this vesting event in connection with the merger.
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Q.
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|
What are the tax implications of the vesting of my RSUs and/or PRSUs?
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A.
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The vesting of your RSUs and/or PRSUs will result in ordinary income to you. This amount
will be subject to federal income taxes and applicable FICA taxes.
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Q.
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Will the vesting of my RSUs and/or PRSUs result in a tax withholding obligation?
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A.
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Yes. A number of Pride shares sufficient to satisfy withholding obligations will be withheld
at the time of vesting.
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|
Q.
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How many shares will be withheld?
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A.
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It depends. If the wages you have received in 2011 up to the date of the merger exceed
$106,800, you will be subject to FICA withholding at a rate of 1.45%.
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You will also be subject to federal income tax withholding at a rate of either 25% or 35%.
If your 2011 supplemental wages (generally, bonuses and income from the exercise and
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11
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vesting of equity awards, but not including base salary) are less than or equal to
$1,000,000, 25% of your shares will be withheld for federal income taxes. If your 2011
supplemental wages are greater than $1,000,000, 35% of your shares will be withheld for
federal income taxes. If the vesting of your RSUs and/or PRSUs causes your 2011
supplemental wages to exceed $1,000,000, then 25% of the portion of the vested shares that
results in 2011 supplemental wages equal to $1,000,000 will be withheld and 35% of the
portion of the vested shares that results in 2011 supplemental wages greater than $1,000,000
will be withheld for federal income tax purposes.
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Q.
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What if my effective federal income tax rate is greater than 25%?
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A.
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|
If you believe you may have additional tax obligations beyond the amount Pride will withhold,
consult with your tax advisor regarding the satisfaction of that liability. Note that as a
result of the merger you will receive a partial cash payment for your shares (as discussed
below), so you will have more liquidity than is usually associated with a vesting event.
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Q.
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How will the merger affect shares of Pride common stock I receive pursuant to the settlement
of an RSU or PRSU?
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A.
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You will be treated the same as any other Pride stockholder upon the consummation of the
merger. Each share of Pride common stock that is issued and outstanding at the time of the
merger will be converted into the right to receive (i) $15.60 in cash and (ii) 0.4778 Ensco
American Depositary Shares (ADSs) which are traded on the New York Stock Exchange (such
conversion, the Conversion).
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Q.
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How do I determine my cost basis in my Pride common stock?
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A.
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|
You received, or will receive, a statement stating your cost basis at the time you received
your Pride common stock. This statement may be accessed through your online account at UBS
One Source. You may also call the UBS call center at 1-877-733-7857 (201-272-7694 outside the
U.S.), Mike Dowd of UBS at 713-654-4713 or Julie Haviland of UBS at 713-654-4716 to obtain
this information.
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Q.
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|
Please provide an example of the Conversion with respect to shares of Pride common stock that
I previously received as a result of the settlement of an RSU or PRSU.
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A.
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Assume that upon the settlement of an RSU, you received 100 shares of Pride common stock with
a fair market value of $34 per share on the date of settlement. Assume that on the date of
the merger, the fair market value of an Ensco ADS is $56 per ADS.
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Your cost basis in your Pride common stock is $3,400 ($34 per share * 100 shares).
Following the Conversion you will receive 47 whole Ensco ADSs, with a value of $2,632 ($56
per ADS * 47 ADSs), $1,560 in cash ($15.60 per share * 100 shares), and the cash value of
0.78 fractional Ensco ADSs (approximately $44 ($56 per ADS * 0.78 ADSs)). The total value
of the Ensco ADSs and cash you receive in the Conversion is $4,236. Because your cost basis
in your Pride common stock was $3,400, you will recognize a
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12
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|
taxable gain of $836 ($4,236 $3,400). This gain will be either long-term or short-term
capital gain depending on how long you had held the shares of Pride common stock. Your
holding period in your shares of Pride common stock started when your RSU or PRSU was
settled. Your cost basis in your Ensco ADSs will be $56 per ADS.
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Q.
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|
Is this treatment different for Pride common stock that I receive pursuant to an RSU or PRSU
that vests on the date of the merger?
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A.
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|
As discussed above, your RSUs or PRSUs will vest as a result of the merger, and the vesting
of the Pride shares will result in ordinary income to you. Depending on the value of the
Pride common stock and the Ensco ADSs at the time of the merger, the Conversion may result in
an incremental tax gain or loss. The Conversion will occur as described in the question
immediately above.
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Q.
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|
What information return will I receive as a result of the Conversion?
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A.
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|
You will receive a Form 1099-B from your broker. Note that the Form 1099-B might report only
the cash proceeds of the Conversion as the sales price. However, you must also include the
fair market value of the Ensco ADSs you receive in the sales price, regardless of whether the
value of such Ensco ADSs is reported on the Form 1099-B. For more information, please refer
to the joint proxy statement/prospectus that was mailed to you, noting especially the material
under the heading Material U.S. Federal Income Tax Consequences of the Merger.
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Q.
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|
What information will be provided in UBS One Source regarding the Conversion of Pride common
stock that I own?
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A.
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|
As previously discussed, you will receive a combination of shares of Ensco ADSs and cash in
the Conversion of Pride common stock you own.
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|
The cash and actual Ensco ADSs you receive in the Conversion will be displayed in the
opening page summary when you log in to UBS One Source. The actual Ensco ADSs in your
account will also be viewable on the shares summary page.
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On the grant detail pages in UBS One Source, all of your awards will continue to be
identified under the award type tab by the original grant date and Grant ID, however the
options granted or units awarded column and vested columns will be converted to Ensco ADSs.
Note that the number of Ensco ADSs shown on the grant detail page for restricted awards will
reflect the total value, in terms of Ensco ADSs, of what you received in the Conversion,
while you will in fact receive a combination of cash and Ensco ADSs. Because the total
value of what you received (including cash) is expressed in Ensco ADSs only, the actual
number of Ensco ADSs in your account will be lower, as displayed on the opening page summary
and the shares summary page.
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The Shares available column on each of the awards on the grant detail pages in UBS One
Source will show as zero to indicate that those positions have been fully vested and paid
out as a result of the merger. As described above, the actual number of Ensco ADSs
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13
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|
available in your account will be displayed on the opening page summary and the shares
summary page.
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Your original statements, confirms and advices will continue to be available through UBS One
Source and will always display the original grant, vesting and exercise information for your
awards of common stock of Pride. Your June 2011 UBS Account Statement will display the
conversion of Pride common stock into Ensco ADSs and cash.
|
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Q.
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|
When will I receive my Ensco ADSs resulting from the Conversion?
|
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A.
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|
We expect that your Ensco ADSs will be available in your UBS account several business days
after the merger. You may request sale of your Ensco ADSs by calling the UBS call center at
1-877-733-7857 (201-272-7694 outside the U.S.), Mike Dowd of UBS at 713-654-4713 or Julie
Haviland of UBS at 713-654-4716.
|
|
Q.
|
|
When will I receive my cash payment resulting from the Conversion?
|
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A.
|
|
We expect that your cash will be available in your UBS account several business days after
the merger. You may request payment of that amount by calling the UBS call center at
1-877-733-7857 (201-272-7694 outside the U.S.), Mike Dowd of UBS at 713-654-4713 or Julie
Haviland of UBS at 713-654-4716.
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Q.
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|
How will the merger affect my ability to exercise my stock options or sell shares I received
from the vesting of my RSUs and/or PRSUs?
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A.
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|
You may exercise your stock options until the business day prior to the special stockholder
meeting to adopt the merger agreement. The meeting is scheduled for May 31, 2011; therefore,
the blackout period will commence at market close, 4:00 pm Eastern Time on Friday, May 27,
2011. In order to ensure that Pride shares are available for the Conversion, it is necessary
to suspend stock option exercises at that time. The stock option exercise black out period is
expected to end at market close, 4:00 pm Eastern Time on June 7, 2011, however you may check
for updates regarding the end of the black out period by logging in to your online account at
UBS One Source.
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Your RSUs and/or PRSUs will vest on May 31, 2011, however it will take several days to
reflect the Ensco ADSs and cash you receive in the Conversion in your online account at UBS
One Source. It is expected that your online account at UBS One Source will reflect your
Ensco ADSs and cash received in the Conversion at market close, 4:00 pm Eastern Time on June
7, 2011. If you would like to sell Ensco ADSs prior to the date Ensco ADSs are reflected in
your online account at UBS One Source, you may contact Mike Dowd of UBS at 713-654-4713.
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Q.
|
|
How will the merger affect the vesting of my stock options?
|
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A.
|
|
The merger will constitute a change in control and your stock options will fully vest
immediately prior to the occurrence of the merger.
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14
Q.
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|
How long will I have to exercise my stock options following the merger?
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A.
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|
The period in which you have to exercise your stock options depends on whether you remain
employed with Ensco following the merger. Please refer to your stock option award agreements
for details as to the exercise periods for your stock options.
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Q.
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How will the merger affect the amount and exercise price of my Pride stock options?
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A.
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|
Your Pride stock options will be converted into options to purchase Ensco ADSs. Unlike the
treatment of Pride common stock in the Conversion, you will not receive any cash as a result
of the conversion of your Pride stock options into options to purchase Ensco ADSs.
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Your Pride stock options will be converted into options to purchase Ensco ADSs through the
use of an exchange ratio. To calculate the exchange ratio, the average of the closing price
of the Ensco ADSs for the five consecutive trading days ending three trading days prior to
the consummation of the merger is first calculated (the Final Average Price). The
exchange ratio is then calculated by dividing $15.60 by the Final Average Price and then
adding this quotient to 0.4778.
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To convert your Pride stock options into options to purchase Ensco ADSs, your Pride stock
options will be multiplied by the exchange ratio and then
rounded down
to the nearest whole
share. This value represents the number of options to purchase Ensco ADSs you will receive.
To calculate the new exercise price, the exercise price of your Pride stock options will be
divided by the exchange ratio and then
rounded up
to the nearest cent.
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Q.
|
|
Can you provide an example of a conversion of Pride stock
options into options to purchase Ensco ADSs?
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|
A.
|
|
Assume that the Final Average Price is $57.00. The exchange ratio is equal to $15.60 /
$57.00 + 0.4778, or 0.7515.
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|
Assume that you have 100 options to purchase Pride stock with a $25.00 exercise price. The
number of options to purchase Ensco ADSs you will receive is equal to 100 options * 0.7515,
or 75.15 shares. This number is then rounded down to 75 shares. The exercise price of your
converted stock options is equal to $25.00 / 0.7515, or $33.2667. This exercise price is
then rounded up to $33.27.
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|
Thus, following the conversion, you would have 75 options to purchase Ensco ADSs with an
exercise price of $33.27.
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Q.
|
|
Do I need to take any action with respect to any of my Pride equity awards?
|
|
A.
|
|
No, the actions described above will occur automatically without any action on your part.
|
15
You are urged to consult your own tax advisor regarding the particular consequences of the merger
to you, including the applicability and effect of all U.S. federal, state and local and foreign tax
laws. We also urge you to read the joint proxy statement/prospectus that was mailed to you, noting
especially the material under the heading Material U.S. Federal Income Tax Consequences of the
Merger.
The share prices in the examples provided above are purely hypothetical, are provided solely for
illustrative purposes and do not necessarily represent any actual share prices of either Pride
common stock or Ensco ADSs.
The information contained in this document does not constitute tax advice and is not intended or
written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the
Internal Revenue Code or (ii) promoting, marketing or recommending to another party any transaction
or matter addressed herein. In addition, this information does not purport to be complete or to
describe the consequences that may apply to particular categories of Pride stockholders.
***
16
Pride International, Inc.
2007 Long-Term Incentive Plan French Subplan
Questions and Answers
As you are aware, Pride International, Inc. (Pride) entered into a merger agreement with
Ensco plc (Ensco) on February 6, 2011, pursuant to which Pride is to merge with a subsidiary of
Ensco. This merger will impact outstanding restricted stock units (RSUs) that Pride has granted
to you (a French Grantee) under Prides 2007 Long-Term Incentive Plan (the 2007 Plan) and the
French Subplan to the 2007 Plan. This document presents a few questions and answers that may help
your understanding of the mergers impact on such RSUs.
This document also describes the French tax and social security effects of the merger on
shares of Pride common stock acquired pursuant to your RSUs. The rules governing these effects are
complex. This document is designed to provide an overview of the applicable French rules, but you
should also consult your own tax advisor concerning the particular consequences resulting from the
mergers impact on your RSUs. For a discussion of the material tax consequences of the merger
generally, please refer to the joint proxy statement/prospectus filed in connection with the
merger.
Q1.
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How does the merger affect my unvested RSUs?
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A.
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The merger will constitute a change in control under the 2007 Plan. Therefore, in
accordance with the provisions of the French Subplan, the 2-year vesting period applicable to
your RSUs will expire and the RSUs will fully vest immediately prior to the occurrence of the
merger and the shares of Pride common stock you receive at vesting will not be subject to any
holding period or other requirements applicable to French-qualified RSUs. This vesting of the
RSUs prior to the minimum 2-year vesting period will immediately disqualify the RSUs from the
specific tax and social security treatment applicable to French-qualified RSUs.
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Q2.
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How does the merger affect my vested RSUs?
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A.
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|
In order to comply with the provisions of the French Commercial Code and to qualify for the
specific tax and social security treatment set forth therein, the RSUs granted under the
French Subplan were subject to a 2-year holding period, beginning on the date of the
expiration of the vesting period. During this holding period, a French Grantee may not sell,
transfer or otherwise dispose of the shares issued upon vesting of the RSUs. In order to
enable French Grantees to participate in the Conversion (as defined below), the Compensation
Committee of Prides Board of Director will waive the holding period requirement. This waiver
is also applicable to unvested RSUs that will fully vest due to the merger as described in the
question immediately above.
|
17
Q3.
|
|
How will the merger affect shares of Pride common stock I receive pursuant to the vesting and
settlement of an RSU?
|
|
A.
|
|
You will be treated the same as any other Pride stockholder upon the completion of the
merger. Each share of Pride common stock that is issued and outstanding at the time of the
merger will be converted into the right to receive (i) $15.60 in cash and (ii) 0.4778 Ensco
American Depositary Shares (ADSs) which are traded on the New York Stock Exchange (such
conversion, the Conversion).
|
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Q4.
|
|
What are the French tax and social security implications of the accelerated vesting of my
RSUs and of the subsequent Conversion of the shares of Pride common stock received at as a
result of the accelerated vesting?
|
|
A.
|
|
As noted above in Q1, the accelerated vesting of the RSUs will immediately disqualify the
RSUs from the specific tax and social security treatment applicable to French-qualified RSUs.
Based on the provisions of the French Tax Code, the Conversion will be considered a share sale
due to the cash payment received in connection with the Conversion. The Conversion will
therefore result in the loss of the specific tax and social security treatment applicable to
French-qualified RSUs. The accelerated vesting of your RSUs and the Conversion of those
accelerated vested RSUs will therefore result in ordinary income to you. This income will be
subject to French personal income tax and social security contributions as a salary income.
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Q5.
|
|
What are the French tax and social security implications of the Conversion of the shares I
have previously received upon vesting of RSUs that are subject to the 2-year holding period at
the time of the Conversion?
|
|
A.
|
|
Based on the provisions of the French Tax Code, the Conversion will be considered a share
sale due to the cash payment received in connection with the Conversion. The Conversion will
therefore result in the loss of the specific tax and social security treatment applicable to
French-qualified RSUs which have already vested and are in the 2-year holding period. The
value of the shares at the time of vesting will be treated as a salary income upon the
Conversion. This income will be subject to French personal income tax and social security
contributions as a salary income. In addition, an additional taxable income could result from
the Conversion equal to the difference between the value of the shares at the time of vesting
and the consideration received as a result of the Conversion. This additional income will be
treated as a capital gain subject to personal income tax and additional taxes.
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|
Q6.
|
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Will the vesting of my RSUs result in withholding of shares for tax or social security
purposes?
|
|
|
|
No. There will be no withholding of shares for French tax or social security purposes at
the vesting of the RSUs. The acquisition gain (as described below, i.e., the fair market
value of the shares at the time of vesting) will be subject to all standard social security
contributions and to CSG and CRDS contributions.
|
18
|
|
These contributions will be calculated and withheld on your payslips. Please see below for
further details.
|
|
|
|
Unless you are a non French tax resident at the date of the Conversion, French income tax
will be assessed by the French tax authorities based the annual French income tax return
that you will file in 2012 for 2011 income.
|
|
Q7.
|
|
Will the Conversion of shares that I have received upon vesting of my RSUs result in
withholding of shares for tax or social security purposes?
|
|
|
|
No. There will be no withholding of shares for French tax or social security purposes at
the time of the Conversion. The acquisition gain (as described below, i.e., the fair market
value of the shares at the time of vesting) will be subject to all standard social security
contributions and to CSG and CRDS contributions. However, in accordance with the provisions
of the French Social Security Code, as liability to social security contributions is the
result of the holding period not being respected, your employer will be liable to the part
of social security contributions which is normally due by the employee on the acquisition
gain. Please note however that you will remain liable to the CSG and CRDS which are not
social security contributions.
|
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|
|
These CSG and CRDS will be calculated and withheld on your payslips. Please see below for
further details.
|
|
|
|
Unless you are a non French tax resident at the date of the Conversion, French income tax
will be assessed by the French tax authorities based the annual French income tax return
that you will file in 2012 for 2011 income.
|
|
Q8.
|
|
What gain(s) will be subject to French social security contributions or personal income tax?
|
|
A.
|
|
There are two different gains for tax and social security purposes:
|
|
|
|
The acquisition gain which corresponds to the fair market value of the shares
that you receive at vesting of the RSUs. This gain is subject to French social security
contributions and income tax as a salary (as further described below).
|
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|
|
|
The capital gain which is equal to the difference between the sale price of
the shares and the fair market value at vesting. As the Conversion is considered as a
share sale based on French tax provisions, the capital gain will be taxable at the date
of the Conversion, even if you do not actually sell the Ensco ADSs that you will
receive. The capital gain is not subject to French social security contributions, but
it will be subject to French capital gain tax and additional social taxes (as further
described below).
|
|
|
A special meeting of the Pride stockholders to approve the merger is scheduled for May 31,
2011. Provided that the stockholders approve the merger on May 31, 2011, all your RSUs will
vest on May 31, 2011. The waiver of the holding period requirements will also
|
19
|
|
be effective on this date. May 31, 2011 would therefore be considered as the taxable point
for French tax and social security contribution purposes.
|
|
Q9.
|
|
Please provide an example of the Conversion and of the calculation of the taxable gains with respect to shares of Pride common stock that I previously received as a result of the vesting
and settlement of an RSU or PRSU.
|
|
A.
|
|
Assume that upon the vesting and settlement of an RSU, you received 100 shares of Pride
common stock with a fair market value of $34 per share on the date of settlement. Assume that
on the date of the merger, the fair market value of an Ensco ADS is $56 per ADS.
|
|
|
|
As a result of the Conversion you will receive 47 whole Ensco ADSs (100 x 0.4778 = 47.78
rounded at 47) with a value of $2,632 ($56 per ADS * 47 ADSs) plus the cash value of the
0.78 fractional Ensco ADS (approximately $44, i.e., $56 per ADS * 0.78 ADSs).
|
|
|
|
You will also receive $1,560 in cash ($15.60 per share * 100 shares).
|
|
|
|
The total value of the Ensco ADSs and cash you receive in the Conversion is $4,236.
|
|
|
|
The taxable gain for French income tax and social security purposes will be the following:
|
|
|
|
Acquisition gain is equal to the fair market value of your shares of Pride
Common stock at the date of vesting, i.e., $3,400 ($34 per share * 100 shares).
|
|
|
|
|
Capital gain is equal to $836, i.e., the difference between:
|
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|
|
the sale price of the shares ($4,236) which is the value of the
shares received as a result of the Conversion,
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|
and
|
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|
the Fair Market Value at the date of vesting, i.e., $3,400.
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The share prices in this example are purely hypothetical, are provided solely for
illustrative purposes and do not necessarily represent any actual prices of either Pride
common stock or Ensco ADSs.
|
|
Q10.
|
|
What exchange rate will be used to convert the acquisition gain into Euros for tax and social
security contribution purposes?
|
|
A.
|
|
The acquisition gain will be converted by using the USD / EUR exchange rate on the vesting
date of the RSUs.
|
20
|
|
The cash payment that would be subject to French social contributions as part of the
acquisition gain would be converted into Euros by using the exchange rate of the date of
payment.
|
|
|
|
The official rates issued by the European Central Bank are available on the Banque de France
internet site.
|
|
Q11.
|
|
How will the acquisition gain be treated for personal income tax and social security
contribution purposes?
|
|
|
|
The acquisition gain is treated as a salary income for French personal income tax and social
security contribution purposes. This gain will be reported on the payslip issued for the
month following the date of the Conversion. It will be subject to all standard social
security contributions and to CSG and CRDS contributions. These contributions will be
calculated and withheld on your payslips as described above in Q6 and Q7.
|
|
|
|
The taxable acquisition gain will be included in the taxable salary reported on the annual
wage declaration (DADS) sent by your employer to the French tax administration. It will
therefore be included in the annual salary that you have to declare on your personal income
tax return in 2012 (for 2011 income). It will be subject to French personal income tax at
progressive rates (up to 41%) with a 10% deduction for professional expenses (please note
that this deduction is capped). The applicable tax rate will therefore depend on your family
situation and the total income of your household.
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Q12.
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What will be the taxation of the capital gain?
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A.
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The capital gain, if any, resulting from the Conversion will have to be reported on your 2011
annual income tax return. It will be subject to the capital gain tax at 19% plus additional
social taxes (CSG, CRDS, Prélèvement social et contributions additionelles) at 12.3%.
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Q13.
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When will I receive my Ensco ADSs and cash payment resulting from the Conversion?
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A.
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Your RSUs are expected to vest on May 31, 2011; however, it will take several days to reflect
the Ensco ADSs and cash you receive as a result of the Conversion in your online account at
UBS One Source. It is expected that your online account at UBS One Source will reflect your
Ensco ADSs and cash received as a result of the Conversion by market close, 4:00 pm Eastern
Time on June 7, 2011.
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Q14.
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Are there any sale restrictions on the Ensco ADSs that I will receive as a result of the
Conversion?
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|
A.
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No, there are no sale restrictions. You are free to keep the Ensco ADSs or to sell them at
any time. Assuming that your online account at UBS One Source reflects your Ensco ADSs by
market close on June 7, 2011 as noted above, you could sell Ensco ADSs through UBS One Source
beginning on June 8, 2011. If you would like to sell Ensco ADSs prior to the date Ensco ADSs
are reflected in your online account at UBS One
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21
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Source, you may contact the UBS call center at 1-877-733-7857 (201-272-7694 outside the
U.S.).
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Q15.
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|
What will be the taxation if I keep the Ensco ADSs and sell them later?
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|
A.
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|
The gain or the loss generated by the later sale of Ensco ADSs will be calculated as the
difference between:
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|
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The sale price of the Ensco ADSs, converted into Euros at the
exchange rate on the date of the Conversion,
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and
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The acquisition price, which is the value of the Ensco ADSs received
at the time of the Conversion, converted into Euros at the exchange
rate on the date of sale.
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If the sale results in a capital gain, it will have to be reported on your annual income tax
return and will be subject to the capital gain taxes (currently 31.3% including income tax
at 19% and additional social taxes at 12.3%).
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|
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If the sale results in a loss, you will be able to deduct it against other capital gains on
shares realized during the year of sale or the 10 following years.
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|
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Please note that the taxable capital gain may be reduced by one third after the fifth year
from the date of acquisition of the shares subject to the satisfaction of the required
conditions, i.e., the capital gain is fully exempt after 8 years. This exemption is only
applicable for income tax purposes (currently 19%) and is not applicable for the additional
social taxes (currently 12.3%).
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Q16.
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|
Do I need to take any action with respect to any of my Pride equity awards?
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|
A.
|
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No, the actions described above will occur automatically without any action on your part.
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The information contained in this document does not constitute tax advice and is not intended or
written to be used, and cannot be used, for the purpose of (i) avoiding penalties under the French
Code Général des Impôts and Code de la Sécurité Sociale or (ii) promoting, marketing or
recommending to another party any transaction or matter addressed herein. In addition, this
information does not purport to be complete or to describe the consequences that may apply to
particular categories of Pride stockholders.
You are urged to consult your own tax advisor regarding the particular consequences of the merger
to you, including the applicability and effect of all French and foreign tax laws.
We also urge you to read the joint proxy statement/prospectus that was mailed to you, noting
especially the material under the heading Material U.S. Federal Income Tax Consequences of the
Merger.
22
Additional Information
In connection with the proposed transaction, Ensco and Pride have filed a definitive joint
proxy statement/prospectus with the SEC. INVESTORS AND SECURITY HOLDERS OF ENSCO AND PRIDE ARE
ADVISED TO CAREFULLY READ THE DEFINITIVE JOINT PROXY STATEMENT/PROSPECTUS BECAUSE IT CONTAINS
IMPORTANT INFORMATION ABOUT THE TRANSACTION, THE PARTIES TO THE TRANSACTION AND THE RISKS
ASSOCIATED WITH THE TRANSACTION. A definitive joint proxy statement/prospectus has been sent to
security holders of Ensco and Pride seeking their approval of the proposed transaction. Investors
and security holders may obtain a free copy of the definitive joint proxy statement/prospectus and
other relevant documents filed by Ensco and Pride with the SEC from the SECs website at
www.sec.gov. Security holders and other interested parties may also obtain, without charge, a copy
of the definitive joint proxy statement/prospectus and other relevant documents by directing a
request by mail or telephone to either Investor Relations, Ensco plc, 500 N. Akard, Suite 4300,
Dallas, Texas 75201, telephone 214-397-3015, or Investor Relations, Pride International, Inc., 5847
San Felipe, Suite 3300, Houston, Texas 77057, telephone 713-789-1400. Copies of the documents filed
by Ensco with the SEC are available free of charge on Enscos website at www.enscoplc.com under the
tab Investors. Copies of the documents filed by Pride with the SEC are available free of charge
on Prides website at www.prideinternational.com under the tab Investor Relations. Security
holders may also read and copy any reports, statements and other information filed with the SEC at
the SEC public reference room at 100 F Street N.E., Room 1580, Washington, D.C. 20549. Please call
the SEC at (800) 732-0330 or visit the SECs website for further information on its public
reference room.
Ensco and Pride and their respective directors, executive officers and certain other members
of management may be deemed to be participants in the solicitation of proxies from their respective
security holders with respect to the transaction. Information about these persons is set forth in
Enscos proxy statement relating to its 2011 General Meeting of Shareholders, as filed with the SEC
on April 5, 2011, and Prides Amendment No. 1 to its Annual Report on Form 10-K/A, as filed with
the SEC on April 29, 2011, and subsequent statements of changes in beneficial ownership on file
with the SEC. Security holders and investors may obtain additional information regarding the
interests of such persons, which may be different than those of the respective companies security
holders generally, by reading the definitive joint proxy statement/prospectus and other relevant
documents regarding the transaction filed by Ensco and Pride with the SEC.
23
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