SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant¨
Filed by a Party other than the Registrantx
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| ¨ | Preliminary Proxy Statement |
| ¨ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ¨ | Definitive Proxy Statement |
| ¨ | Definitive Additional Materials |
| x | Soliciting Material Under Rule 14a-12 |
Valaris plc
(Name of Registrant as Specified In Its Charter)
Luminus Management LLC
Luminus Energy Partners Master Fund, Ltd.
Jonathan Barrett
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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| ¨ | Fee computed on table below per Exchange Act Rule 14a-6(i)(4) and 0-11. |
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| | 3) | 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) | Proposed maximum aggregate value of transaction: |
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| ¨ | Fee paid previously with preliminary materials. |
| ¨ | 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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On December 4, 2019, Luminus Management LLC ("Luminus") issued a press release (the “Press Release”) containing a letter to shareholders of Valaris plc (the "Company"). A copy of the Press Release is attached herewith asExhibit 1 and is available on the website www.RevitalizeValaris.com (the "Website"). On the Website, Luminus made available a presentation, dated August 20, 2019 (the "Presentation"), and a letter, dated November 7, 2019 (the "Letter") that were previously presented to the board of directors of the Company, which are filed herewith asExhibit 2 andExhibit 3, respectively. Additional materials posted to the Website are filed herewith asExhibit 4.
