SC 13D

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.   )*

Rowan Companies plc

(Name of Issuer)

Class A Ordinary Shares, par value $0.125 per share                                                 

(Title of Class of Securities)

G7665A101

(CUSIP Number)

Jack Satt

c/o Odey Asset Management Group Ltd

12 Upper Grosvenor Street

London, United Kingdom W1K 2ND

0207 208 1407

(Name, Address and Telephone Number of Person Authorized toReceive Notices and Communications)

January 28, 2019

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [X]

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

1	Names of Reporting Persons. Odey Asset Management Group Ltd
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)[ ]
	(b)[ ]
3	SEC Use Only
4	Source of Funds (See Instructions): WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. England
Number of Shares Beneficially Owned by Each Reporting Person With		7Sole Voting Power 0
		8Shared Voting Power 11,380,635 (see Item 2 below)
		9Sole Dispositive Power 0
		10Shared Dispositive Power 12,068,730 (see Item 2 below)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,068,730 (see Item 2 below)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 9.5%
14	Type of Reporting Person (See Instructions) CO, HC

1	Names of Reporting Persons. Odey Asset Management LLP
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)[ ]
	(b)[ ]
3	SEC Use Only
4	Source of Funds (See Instructions): WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. England
Number of Shares Beneficially Owned by Each Reporting Person With		7             Sole Voting Power 0
		8             Shared Voting Power 11,380,635 (see Item 2 below)
		9             Sole Dispositive Power 0
		10           Shared Dispositive Power 12,068,730 (see Item 2 below)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,068,730 (see Item 2 below)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 9.5%
14	Type of Reporting Person (See Instructions) PN, IA

1	Names of Reporting Persons. Odey Holdings AG
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)[ ]
	(b)[ ]
3	SEC Use Only
4	Source of Funds (See Instructions): WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. Switzerland
Number of Shares Beneficially Owned by Each Reporting Person With		7             Sole Voting Power 0
		8             Shared Voting Power 11,380,635 (see Item 2 below)
		9             Sole Dispositive Power 0
		10           Shared Dispositive Power 12,068,730 (see Item 2 below)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,068,730 (see Item 2 below)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 9.5%
14	Type of Reporting Person (See Instructions) CO, HC

1	Names of Reporting Persons. Robin Crispin William Odey (“Crispin Odey”)
2	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)[ ]
	(b)[ ]
3	SEC Use Only
4	Source of Funds (See Instructions): WC
5	Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e): [ ]
6	Citizenship or Place of Organization. England
Number of Shares Beneficially Owned by Each Reporting Person With		7             Sole Voting Power 0
		8             Shared Voting Power 11,380,635 (see Item 2 below)
		9             Sole Dispositive Power 0
		10           Shared Dispositive Power 12,068,730 (see Item 2 below)
11	Aggregate Amount Beneficially Owned by Each Reporting Person 12,068,730 (see Item 2 below)
12	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)     [ ]
13	Percent of Class Represented by Amount in Row (11) 9.5%
14	Type of Reporting Person (See Instructions) IN, HC

SCHEDULE 13D

Item 1.  Security and Issuer

This Schedule 13D relates to Class A Ordinary Shares (“Ordinary Shares”) of Rowan Companies plc, a company organized under the laws of England and Wales (the “Issuer”).  The address of the Issuer’s principal executive offices is 2800 Post Oak Boulevard, Suite 5450, Houston, Texas, 77056.

Item 2.  Identity and Background

(a) This Schedule 13D is being filed on behalf of (i) Odey Asset Management Group Ltd (“OAM Ltd”), (ii) Odey Asset Management LLP (“OAM LLP”), (iii) Odey Holdings AG (“Odey Holdings”), and (iii) Crispin Odey (together with each of the foregoing, the “Reporting Persons”).  OAM Ltd is the managing member of OAM LLP.  Odey Holdings is the sole stockholder of OAM Ltd, and Mr. Odey is the sole stockholder of Odey Holdings.

The Ordinary Shares reported herein as being beneficially owned by the Reporting Persons are held for the accounts of private investment vehicles and other accounts (collectively, the “Clients”) for which OAM LLP or another subsidiary of OAM Ltd serves as investment manager, and in that capacity has the power to dispose or direct the disposition of (and, for certain Client accounts, to vote or direct the voting of) the Ordinary Shares reported herein.  Each of the Reporting Persons disclaims beneficial ownership of the Ordinary Shares reported herein except to the extent of its or his pecuniary interest therein.

(b) The business address of each of the Reporting Persons is c/o Odey Asset Management Group Ltd, 12 Upper Grosvenor Street, London, United Kingdom W1K 2ND.

(c) OAM LLP is an investment management firm.  OAM Ltd is the managing member of OAM LLP.  Odey Holdings is the sole stockholder of OAM Ltd, and Mr. Odey is the majority stockholder of Odey Holdings.

(d) None of the Reporting Persons has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f) See Item 6 of the cover page of each Reporting Person.

Item 3.  Source and Amount of Funds or Other Consideration

The Ordinary Shares reported herein as being beneficially owned by the Reporting Persons were acquired for Client accounts in open market transactions for an aggregate $150,721,804.24, including brokerage commissions, using working capital of the Client accounts and margin account borrowings made in the ordinary course of business.  In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the account, which may exist from time to time.  Since other securities are held in the margin accounts, it is not possible to determine the amounts, if any, of margin used to purchase the Ordinary Shares reported herein.

Item 4.  Purpose of Transaction

The Reporting Persons initially caused the Client accounts to purchase the Ordinary Shares reported herein for investment purposes in the ordinary course of business.

On October 9, 2018, the Issuer filed with the Securities and Exchange Commission a Current Report on Form 8-K, announcing that, on October 7, 2018, the Issuer had entered into a Transaction Agreement (the “Transaction Agreement”), with Ensco plc (“Ensco”) to effect a transaction (the “Acquisition”) in which each issued and outstanding Ordinary Share of the Issuer would be exchanged for an agreed-upon number of Class A ordinary shares of Ensco (the “Exchange Ratio”).

On January 28, 2019, in consideration for Ensco’s agreeing to consider proceeding with the Acquisition at a revised Exchange Ratio and for other good and valuable consideration, OAM LLP entered into an Agreement of Irrevocable Undertaking, pursuant to which such Reporting Person on behalf of the Clients irrevocable and unconditionally undertook, among other things:

1.  Until the closing of the Acquisition or termination of the Transaction Agreement upon its terms (“Termination”), not to sell, transfer, charge, encumber, grant any option over or otherwise dispose of or permit the sale, transfer, charging or other disposition or creation or grant of any other encumbrance or option of or over all or any of the Ordinary Shares reported herein, or accept any other offer in respect of all or any of such Ordinary Shares;

2.  To exercise, or, where applicable, procure the exercise of, all voting rights attaching to such Ordinary Shares (a) in favor of the Acquisition and any matter that might reasonably be expected to have any positive impact on the fulfilment of any condition to the Acquisition, and (b) against any matter that might reasonably be expected to impede or frustrate the Acquisition; and, if required by Ensco, to execute any form of proxy required by Ensco appointing any person nominated by Ensco to attend and vote at the relevant meetings.

The Agreement of Irrevocable Undertaking states that its shall cease to have any effect: (a) if Ensco shall not have announced an intention to proceed with the Acquisition at the revised Exchange Ratio referred to in the Agreement of Irrevocable Undertaking) by 8.00 a.m. (New York time) on Tuesday January 29, 2019; (b) on the date of Termination; (c) if the consideration to be paid in connection with the Acquisition is reduced from 2.75 Ensco Ordinary Shares for each Ordinary Share of the Issuer.

The foregoing description of the Irrevocable Undertaking does not purport to be complete and is qualified in its entirety by reference to the full text of the Agreement of Irrevocable Undertaking filed as Exhibit 99.1 hereto, which exhibit is incorporated herein by reference.

Item 5.  Interest in Securities of the Issuer

(a) and (b)  See Items 7-11 of the cover pages.  The percentages reported herein are calculated based upon the statement in the proxy statement filed by the Issuer with the Securities and Exchange Commission on December 11, 2018, that there were 127,068,804 shares of Common Stock of the Issuer outstanding as of December 10, 2018.

(c)  Attached as Exhibit 99.2 is a table listing transactions in the Ordinary Shares engaged in by the Reporting Persons on behalf of the Clients during the sixty-day period prior to the filing of this Schedule 13D.

(d)  Not applicable.

(e)  Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

The information set forth in Item 4 is incorporated herein by reference.

In addition, Client accounts have economic exposure to an aggregate of 4,599,500 Ordinary Shares pursuant to certain contracts for the difference (the "CFDs").  The reference prices for the CFDs range from $7.9548 to $11.9929, and the maturity dates for the CFDs range from August 8, 2019 to January 11, 2021.  The counterparties to the CFDs and Swaps are unaffiliated third party financial institutions.  The CFDs provide the Clients economic results that are comparable to the economic results of ownership of the Ordinary Shares, but do not provide the Clients or the Reporting Persons with the power to vote or direct the voting or dispose of or direct the disposition of the Ordinary Shares referenced by the CFDs.

Item 7.  Material to Be Filed as Exhibits

Exhibit 99.1 Agreement of Irrevocable Undertaking, dated January 28, 2019, by and between Ensco and OAM LLP on behalf of certain Clients.

Exhibit 99.2 Transactions in the Ordinary Shares engaged in by the Reporting Persons on behalf of the Clients during the sixty-day period prior to the filing of this Schedule 13D.

Exhibit 99.3 Joint Filing Agreement by and among the Reporting Persons, dated February 14, 2018, incorporated herein by reference to the Schedule 13G filed by the Reporting Persons with the Securities and Exchange Commission on such date.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date:         January 31, 2019

ODEY ASSET MANAGEMENT GROUP LTD

By: /s/ Jack Satt                                                    

Jack Satt, Chief Compliance Officer

ODEY ASSET MANAGEMENT LLP

By: /s/ JackSatt                                                   

Jack Satt, Chief Compliance Officer

ODEY HOLDINGS AG

By: /s/ Jack Satt                                                   

Jack Satt, Chief Compliance Officer

ROBIN CRISPIN WILLIAM ODEY

By: /s/ Jack Satt                                                   

Jack Satt, as attorney-in-fact for Robin Crispin William Odey*

*The Power of Attorney executed by Mr. Odey authorizing the signatory to sign and file this Schedule 13D on Mr. Odey’s behalf, filed as Exhibit 99 to the Form 13F filed by Mr. Odey with the Securities and Exchange Commission on August 14, 2018, is incorporated herein by reference.

EX-99.1

Exhibit 99.1

AGREEMENT OF IRREVOCABLE UNDERTAKING

To:        Ensco plc (“Ensco”)

 January 28, 2019

Acquisition of Rowan Companies plc (“Rowan”)

We the undersigned understand that Ensco is considering the Acquisition substantially on the terms and conditions set out or referred to in the transaction agreement entered into between Ensco and Rowan dated October 7, 2018 with such amendments as are necessary to implement an increase in the exchange ratio of Class A ordinary shares of $0.10 each in the capital of Ensco (“Ensco Ordinary Shares”) for each Class A ordinary share of $0.15 in the capital of Rowan (“Rowan Ordinary Shares”) held at completion of the Acquisition from 2.215 to 2.75 (as so amended, the “Transaction Agreement”).

All references in this undertaking to the “Acquisition” shall:

(i) mean the proposed acquisition by or on behalf of Ensco or a company nominated by Ensco (an “Ensco Nominee”)  of all of the outstanding Rowan Ordinary Shares (in consideration for the issue of 2.75 Ensco Ordinary Shares for each Rowan Ordinary Share held at completion of the Acquisition (the “Revised Consideration”)), to be implemented by way of a scheme of arrangement (under Part 26 of the Companies Act 2006) of the all of the outstanding Rowan Ordinary Shares (referred to in this undertaking as the “Scheme”) and, if made by or on behalf of an Ensco Nominee, all references to “Ensco” shall be deemed to include that Ensco Nominee; and

(ii) include any revision or variation in the terms of any acquisition as referred to in paragraph (i) above except as to any reduction in the Revised Consideration from 2.75 Ensco Ordinary Shares for each Rowan Ordinary Share.

We understand that, for the purposes of implementing the Acquisition, Ensco shareholders will be required to vote to approve an ordinary resolution authorising the allotment and issuance of Ensco Ordinary Shares pursuant to the Transaction Agreement (the “Transaction Consideration Allotment Resolution”).  We understand that completion of the Acquisition will be conditional upon, among other things, approval of the Transaction Consideration Allotment Resolution by Ensco shareholders.

We further understand that, for the purposes of implementing the Acquisition, Ensco will convene a shareholders’ meeting (such meeting, including any adjournment or postponement thereof, being the “Ensco General Meeting”) to consider and, if thought fit, approve the Transaction Consideration Allotment Resolution and any other resolutions considered necessary or desirable in connection with the Acquisition.

In consideration of Ensco agreeing to consider proceeding with the Acquisition at the Revised Consideration and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), we hereby agree as follows:

1. Warranties and undertakings

We irrevocably and unconditionally undertake, represent and warrant to Ensco that:

(i) we are the beneficial owner of (or are otherwise able to control the exercise of all rights attaching to, including voting rights and the ability to procure the transfer of), and/or are the registered holder of: (a) the number of Rowan Ordinary Shares set out in Schedule 1 (the “Rowan Shares”, which expression shall include any other shares in Rowan issued after the date hereof and attributable to or derived from such shares); and (b) the number of Ensco Ordinary Shares set out in Schedule 1 (the “Ensco Shares”, which expression shall include any other shares in Ensco issued after the date hereof and attributable to or derived from such shares) (Rowan Shares and Ensco Shares together being the “Shares”);

(ii) we are not interested in any shares or other securities of Rowan or Ensco other than those of which details are set out below;

(iii) we are able to transfer the Shares free from all liens, equities, charges, encumbrances, options, rights of pre-emption, and any other third party rights and interests of any nature;

(iv) we shall not prior to the earlier of the Acquisition closing or the Transaction Agreement being terminated in accordance with its terms (“Termination”):

(a) sell, transfer, charge, encumber, grant any option over or otherwise dispose of or permit the sale, transfer, charging or other disposition or creation or grant of any other encumbrance or option of or over all or any of such Shares or interest in such Shares (except, in the case of the Rowan Shares, under the Acquisition), or accept any other offer in respect of all or any of such Shares; or

(b) (other than pursuant to the Acquisition) enter into any agreement or arrangement or permit any agreement or arrangement (in each case, whether or not conditional and whether to take effect before or after closing of the Acquisition or Termination) to be entered into or incur any obligation or permit any obligation to arise:

(I) in relation to, or operating by reference to, shares or other securities of Rowan or Ensco; or

(II) to do all or any of the acts referred to in paragraph (a) above; or

(III) which would or might restrict or impede the closing of the Acquisition;

(v) prior to the earlier of the Acquisition closing or Termination, we shall not, without the consent of Ensco, convene or requisition, or join in convening or requisitioning, any general or class meeting of Rowan or Ensco;

(vi) we shall not: directly or indirectly solicit or encourage any person other than Ensco to make any offer for any shares or other securities of Rowan; or directly or indirectly solicit or encourage any person to make any offer for any shares or other securities of Ensco; or take any action which is or may be prejudicial to the successful outcome of the

Acquisition or which would or might have the effect of preventing any of the conditions of the Acquisition from being fulfilled; and we will immediately inform you of any approach by a third party which may lead to an offer for Rowan or Ensco;

(vii) prior to the earlier of the Acquisition closing  or Termination, we agree that any shares, securities or interest therein acquired by us or by our affiliates shall be deemed to be included in the expression “Ensco Shares” or “Rowan Shares” (as the case may be) for the purposes of this undertaking; and

(viii) we have full power and authority and the right (free from any legal or other restrictions), and will at all times continue to have all relevant power and authority and the right, to enter into and perform our obligations under this undertaking in accordance with their terms.

2. Scheme

We irrevocably and unconditionally undertake, if the Acquisition is implemented by way of the Scheme, to Ensco that:

(i) we shall exercise, or, where applicable, procure the exercise of, all voting rights attaching to Rowan Shares as follows on any resolution (whether or not amended and whether put on a show of hands or a poll) which is proposed at any general meeting of Rowan (including any adjournment or postponement thereof) (the "Rowan General Meeting") or at any meeting of holders of shares in Rowan convened by a Court (including any adjournment or postponement thereof) ("Court Meeting") which:

(a) is necessary to implement the Acquisition, in favour of the resolution;

(b) might reasonably be expected to have any positive impact on the fulfilment of any condition to the Acquisition, in favour of the resolution;

(c) might reasonably be expected to impede or frustrate the Acquisition in any way (which shall include any resolution to approve a scheme of arrangement relating to the acquisition of any shares in Rowan by a third party), against the resolution; or

(d) might otherwise impact on the success of the Acquisition, only in accordance with Ensco’s instructions;

(ii) we shall exercise, or, where applicable, procure the exercise of, all rights attaching to Rowan Shares to requisition or join in the requisitioning of any general meeting of Rowan for the purposes of voting on any resolution referred to under paragraph (i) above, or to require Rowan to give notice of any such meeting, only in accordance with Ensco’s instructions;

(iii) for the purpose of voting on any resolution referred to under paragraph (i) above, we shall, if required by Ensco, execute any form of proxy required by Ensco appointing any person nominated by Ensco to attend and vote at the relevant meetings; and

(iv) without prejudice to paragraph (iii),

and in the absence of any such requirement by Ensco,

we shall after the posting of any proxy statement

(including any supplement or amendment to the joint proxy statement dated 11 December 2018 which was first mailed or otherwise delivered to Ensco shareholders and Rowan shareholders on or about 12 December 2018)

to be sent to shareholders of Rowan and/or Ensco concerning the Acquisition (the “Proxy Statement”)

(and without prejudice to any right we have to attend and vote in person at the Court Meeting and the General Meeting to implement the Acquisition)

return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Proxy Statement (completed and signed and voting in favour of the resolutions to implement the Acquisition) in accordance with the instructions printed on those forms of proxy and, if applicable, take or procure the taking of any action which may be required by Rowan or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the resolutions to implement the Acquisition), as soon as possible and in any event within seven days after the posting of the Proxy Statement.

3. Ensco General Meeting

We irrevocably and unconditionally undertake to Ensco that:

(i) we shall exercise, or, where applicable, procure the exercise of, all voting rights attaching to Ensco Shares as follows on any resolution (whether or not amended and whether put on a show of hands or a poll and including, for the avoidance of doubt, the Transaction Consideration Allotment Resolution) which is proposed at the Ensco General Meeting which:

(a) is necessary to implement the Acquisition, in favour of the resolution;

(b) might reasonably be expected to have any positive impact on the fulfilment of any condition to the Acquisition, in favour of the resolution; or

(c) might otherwise impact on the success of the Acquisition, only in accordance with Ensco’s instructions;

(ii) for the purpose of voting on any resolution referred to under paragraph (i) above, we shall, if required by Ensco, execute any form of proxy required by Ensco appointing any person nominated by Ensco to attend and vote at the relevant meetings; and

(iii) without prejudice to paragraph (iii), and in the absence of any such requirement by Ensco, we shall after the posting of any Proxy Statement (and without prejudice to any right we have to attend and vote in person at the Ensco General Meeting to implement the Acquisition), return, or procure the return of, if applicable, the signed forms of proxy enclosed with the Proxy Statement (completed and signed and voting in favour of the Transaction Consideration Allotment Resolution and any other resolutions to implement the Acquisition) in accordance with the instructions printed on those forms of proxy and, if applicable take or procure the taking of any action which may be required by Ensco or its nominated representative in order to make a valid proxy appointment and give valid proxy instructions (voting in favour of the Transaction Consideration Allotment Resolution and any other resolutions to implement the Acquisition), as soon as possible and in any event within seven days after the posting of the Proxy Statement.

4. Miscellaneous

(i) The obligations and provisions set out in this undertaking apply equally to the persons from whom we are to procure votes in favour of the resolutions to implement the Acquisition pursuant to paragraphs 2(i) and 3(i) above and we shall procure the observance by such persons of the terms hereof as if they were each specifically a party hereto.

(ii) We consent to the issue of any announcement incorporating references to us and to this undertaking made by Ensco or Rowan in connection with the Acquisition.  We understand that, if the Acquisition proceeds, the particulars of this undertaking may be contained in the Proxy Statement or in any other document or announcement required in connection with the Acquisition by Ensco or Rowan.  We undertake to provide you with all such further information in relation to our interest and that of any person connected with us as you may require in order to comply with the rules and requirements of the U.S Securities and Exchange Commission, the New York Stock Exchange, the Companies Act 2006 and any other legal or regulatory requirements for inclusion in the Proxy Statement (or any other document or announcement required in connection with the Acquisition).

(iii) We undertake to publicly support the Acquisition and shall, within 24 hours of Ensco publicly announcing the Acquisition, publicly issuein a form agreed with Ensco, a press release stating that we support the Acquisition and that we shall vote or, where applicable, procure the voting of, Rowan Shares in favour of the Acquisition at the Rowan General Meeting and the Court Meeting and vote, or where applicable, procure the voting of, Ensco Shares in favour of the Acquisition at the Ensco General Meeting.

(iv) We shall refrain from any act, filings or statements that would reasonably be expected to adversely affect the Acquisition.

(v) We shall use reasonable endeavours to assist Ensco and/or Rowan at such time and in such ways as Ensco may reasonably request to secure a recommendation in favour of the Acquisition by proxy advisory services (including Institutional Investor Services (“ISS”)and Glass Lewis) and by institutional investors in Ensco and/or Rowan provided that we shall not be obliged to incur any non-de-minimis out of pocket costs or expenses for such purpose.  Without prejudice to our obligations set out in the preceding sentence, within 24 hours of Ensco announcing the Acquisition we shall contact ISS: to confirm our support for the Acquisition; to confirm that we shall vote or, where applicable, procure the voting of, Rowan Shares in favour of the Acquisition at the Rowan General Meeting and the Court Meeting and vote, or where applicable, procure the voting of, Ensco Shares in favour of the Acquisition at the Ensco General Meeting; and to encourage ISS to publicly state that it firmly recommends the Acquisition.

(vi) This undertaking shall not oblige Ensco to proceed with the Acquisition but shall cease to have any effect:

(a) if Ensco shall not have announced an intention to proceed with the Acquisition (for the avoidance of doubt, at the Revised Consideration) by 8.00 a.m. (New York time) on Tuesday January 29, 2019; or

(b) on the date of Termination.

This undertaking shall terminate and we shall cease to be bound by the obligations in this undertaking if the consideration for the issue of Ensco Ordinary Shares for each Rowan Ordinary Share is reduced from 2.75 Ensco Ordinary Shares for each Rowan Ordinary Share.

(vii) We agree that, if we fail to comply with any of the undertakings contained herein, damages may not be an adequate remedy and accordingly Ensco may be entitled to the remedies of specific performance, injunction or other equitable relief.

(viii) This undertaking shall be governed by and construed in accordance with English law.  Any matter, claim or dispute, whether contractual or non-contractual, arising out of or in connection with this undertaking is to be governed by and determined in accordance with English law and shall be subject to the exclusive jurisdiction of the English courts.

Yours faithfully,

/s/ Massey Roborough                                              

Odey Asset Management LLP as investment manager for

Odey Investments plc – Odey Absolute Return (Irl) Fund

Odey Investments plc – Odey Swan Fund

LF Odey Funds – LF Odey Absolute Return Fund

LF Odey Investment Funds – LF Odey Opus Funds

Odey Investment Funds plc – Odey Allegra International Fund

Odey Investments Funds – Odey Allegra Developed Markets Fund

Odey Investments plc – Odey Pan European Fund,

Fedex Corporation Employees’ Pension Trust

Odey European Inc.

OEI Mac Inc.

Odey Master ICAV – Odey Absolute Return Focus Fund

We acknowledge and agree to the terms of this undertaking.

/s/ Carl G. Trowell                                       

Name: Carl G. Trowell (President and Chief Executive Officer)

On behalf of Ensco plc

Date

28/1/2019                                                      

EX-99.2

Exhibit 99.2

Transactions During the Past 60 Days

Transaction	Date	No. Shares	Price Per Share ($)*
Open Market Sale	12/6/18	61,954	12.45
Open Market Purchase	12/7/18	86,275	12.43
Open Market Purchase	12/7/18	46,500	12.43
Open Market Purchase	12/7/18	42,400	12.43
Open Market Purchase	12/7/18	23,000	12.43
Open Market Purchase	12/7/18	41,300	12.46
Open Market Purchase	12/7/18	57,600	12.43
Open Market Sale	12/7/18	138,046	12.31
Open Market Purchase	12/10/18	300	11.82
Open Market Purchase	12/10/18	300	11.78
Open Market Purchase	12/10/18	200	11.78
Open Market Purchase	12/10/18	300	11.78
Open Market Purchase	12/10/18	400	11.78
Open Market Purchase	12/10/18	500	11.78
Open Market Purchase	12/12/18	10,655	11.28
Open Market Sale	12/14/18	7,051	10.12
Open Market Purchase	12/14/18	29,900	10.05
Open Market Purchase	12/14/18	37,100	10.05
Open Market Sale	12/18/18	20,674	8.71
Open Market Sale	12/18/18	10,221	8.71
Open Market Sale	12/18/18	14,632	8.71
Open Market Sale	12/18/18	14,853	8.71
Open Market Sale	12/18/18	24,263	8.71
Open Market Sale	12/18/18	1,316	8.71
Open Market Sale	12/18/18	16,969	8.71
Open Market Purchase	12/18/18	16,600	8.72
Open Market Purchase	12/18/18	11,400	8.72
Open Market Purchase	12/18/18	27,000	8.72
Open Market Purchase	12/18/18	18,900	8.72
Open Market Purchase	12/18/18	16,300	8.72
Open Market Purchase	12/18/18	1,534	8.72
Open Market Purchase	12/18/18	23,000	8.72
Open Market Purchase	12/18/18	39,400	8.85
Open Market Purchase	12/18/18	5,215	8.85
Open Market Purchase	12/18/18	57,300	8.85
Open Market Purchase	12/18/18	79,700	8.85
Open Market Purchase	12/18/18	65,300	8.85
Open Market Purchase	12/18/18	93,500	8.85
Open Market Purchase	12/18/18	56,400	8.85
Open Market Purchase	12/19/18	48,470	8.88
Open Market Purchase	12/19/18	60,790	8.88
Open Market Purchase	12/19/18	3,800	9.16
Open Market Purchase	12/19/18	2,600	9.16
Open Market Purchase	12/19/18	6,200	9.16
Open Market Purchase	12/19/18	4,300	9.16
Open Market Purchase	12/19/18	3,700	9.16
Open Market Purchase	12/19/18	5,300	9.16
Open Market Purchase	12/19/18	300	9.16
Open Market Purchase	12/19/18	76,700	8.97
Open Market Purchase	12/19/18	66,300	8.97
Open Market Purchase	12/19/18	46,300	8.97
Open Market Purchase	12/19/18	109,800	8.97
Open Market Purchase	12/19/18	5,751	8.97
Open Market Purchase	12/19/18	93,500	8.97
Open Market Purchase	12/19/18	67,100	8.97
Open Market Purchase	12/20/18	3,623	8.12
Open Market Purchase	12/20/18	21,500	8.09
Open Market Purchase	12/20/18	17,100	8.09
Open Market Purchase	12/21/18	1,256	8.39
Open Market Purchase	1/2/19	5,126	8.42
Open Market Purchase	1/2/19	15,200	8.62
Open Market Purchase	1/2/19	24,000	8.62
Open Market Purchase	1/2/19	1,100	8.62
Open Market Purchase	1/2/19	34,843	8.62
Open Market Purchase	1/3/19	1,047	8.93
Open Market Purchase	1/3/19	14,700	8.93
Open Market Purchase	1/3/19	33,700	8.93
Open Market Purchase	1/3/19	23,100	8.93
Open Market Purchase	1/4/19	16,600	9.36
Open Market Purchase	1/4/19	1,200	9.36
Open Market Purchase	1/4/19	26,200	9.36
Open Market Purchase	1/4/19	38,011	9.36
Open Market Purchase	1/7/19	11,800	10.20
Open Market Purchase	1/7/19	27,300	10.20
Open Market Purchase	1/7/19	822	10.20
Open Market Purchase	1/7/19	18,700	10.20
Open Market Purchase	1/8/19	17,263	10.35
Open Market Purchase	1/8/19	11,900	10.35
Open Market Purchase	1/8/19	500	10.35
Open Market Purchase	1/8/19	7,500	10.35
Open Market Purchase	1/9/19	8,100	10.79
Open Market Purchase	1/9/19	331	10.79
Open Market Purchase	1/9/19	11,883	10.79
Open Market Purchase	1/9/19	5,200	10.79
Open Market Purchase	1/10/19	67,700	10.60
Open Market Purchase	1/10/19	87,800	10.60
Open Market Sale	1/10/19	761,363	10.56
Open Market Purchase	1/11/19	25,038	10.35
Open Market Purchase	1/11/19	32,400	10.35
Open Market Sale	1/11/19	288,637	10.34
Open Market Purchase	1/14/19	67,800	11.20
Open Market Purchase	1/14/19	52,262	11.20
Open Market Purchase	1/15/19	110,000	11.60
Open Market Purchase	1/15/19	65,400	11.53
Open Market Purchase	1/15/19	103,519	11.53
Open Market Purchase	1/16/19	35,000	11.43
Open Market Purchase	1/16/19	55,381	11.43
Open Market Purchase	1/17/19	20,414	11.50
Open Market Purchase	1/17/19	32,400	11.50
Open Market Purchase	1/18/19	2,282	11.79
Open Market Purchase	1/18/19	1,400	11.79

*Includes brokerage commissions