UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): December 15, 2009

ENSCO International Limited

(Exact name of registrant as specified in its charter)

England and Wales		333-162975		98-0635229
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

ENSCO International Limited
ENSCO House
Badentoy Avenue
Badentoy Industrial Estate
Aberdeen
AB12 4YB
Scotland

(Address of Principal Executive Offices and Zip Code)

Registrant’s telephone number, including area code: +44 (1224) 780 400

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

þ		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

TABLE OF CONTENTS

INFORMATION INCLUDED IN THE REPORT

Item 8.01 Other Events.

Item 9.01 Financial Statements and Exhibits.

SIGNATURE

INFORMATION INCLUDED IN THE REPORT

Item 8.01.		Other Events.

     ENSCO International Limited (“Ensco UK”) is filing this Current Report on Form 8-K to disclose a revision to the form of articles of association (the “New Articles”) that will govern Ensco UK after the effective time of the proposed merger (the “merger”) between ENSCO Newcastle LLC, a Delaware limited liability company, and ENSCO International Incorporated, a Delaware corporation (“Ensco Delaware”), as more fully described in the Registration Statement on Form S-4/A of Ensco UK dated November 17, 2009 and filed with the Securities and Exchange Commission (the “Registration Statement”). As previously disclosed in the Registration Statement in “Description of Class A Ordinary Shares of Ensco UK — Anti-Takeover Provisions,” after the merger, the Board of Directors of Ensco UK (the “Board”) will have the necessary corporate authority, without further action of Ensco UK’s shareholders for a period of five years, but subject to its statutory and fiduciary duties, to give effect to a shareholder rights plan and to fix the terms thereof. The form of the New Articles is being revised to clarify and give effect to such authority of the Board by adding new Sections 6.3 through 6.7, which, among other things, identify purposes for which the Board may approve the adoption of a shareholder rights plan and exercise powers with respect thereto. Additional technical revisions have been made to Sections 46.1, 81.1 and 81.5 of the New Articles.

     The foregoing description of the New Articles does not purport to be complete and is qualified in its entirety by reference to the text of the New Articles, which are filed as Exhibit 99.1 hereto and incorporated into this report by reference.

     If a stockholder of Ensco Delaware has returned a proxy card or voting instruction card or otherwise voted for purposes of the Special Meeting of Stockholders of Ensco Delaware scheduled to be held on December 22, 2009, such stockholder may revoke prior voting instructions and cast a new vote by following the procedures described in the Registration Statement.

     The Registration Statement includes a proxy statement/prospectus and other relevant materials in connection with the proposed corporate restructuring. The proxy statement/prospectus was mailed to the stockholders of Ensco Delaware on November 20, 2009. Investors and security holders of Ensco Delaware are urged to read the proxy statement/prospectus and the other relevant materials because they contain important information about Ensco Delaware, Ensco UK and the restructuring plan. The Registration Statement, proxy statement/prospectus and other relevant materials and any other documents filed by Ensco Delaware or Ensco UK with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov or on Ensco Delaware’s website at www.enscointernational.com. Investors can also receive free copies of these documents by contacting Ensco Delaware at, 500 North Akard Street, Suite 4300, Dallas, Texas 75201-3331, Attn: Investor Relations Department.

Item 9.01.		Financial Statements and Exhibits.

(d)

Exhibits

Exhibit
Number				Description
	99.1			Form of Articles of Association of Ensco International plc

SIGNATURE

Pursuant to the requirement of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: December 15, 2009

Index to Exhibits

Exhibit
Number				Description
	99.1			Form of Articles of Association of Ensco International plc