TIDMCNE
RNS Number : 2053K
Capricorn Energy PLC
19 December 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART
IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT
JURISDICTION
THIS IS AN ANNOUNCEMENT AND NOT AN OFFER TO SELL OR AN
INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES NOR A
CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS AND
PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON
THE BASIS OF ITS CONTENTS. A CIRCULAR AND PROSPECTUS IN RELATION TO
THE TRANSACTION DESCRIBED IN THIS ANNOUNCEMENT WILL EACH BE
PUBLISHED IN DUE COURSE.
FOR IMMEDIATE RELEASE 19 December 2022
CAPRICORN ENERGY PLC ("Capricorn" or "the Company")
Capricorn Energy Issues Investor Presentation and Shareholder
Letter Regarding Combination with NewMed Energy
Combination Delivers Upfront Value in Cash for Capricorn
Shareholders and Exposure to Strong Future Cash Flows and
Substantial Cash Returns
Capricorn Shareholders to Benefit from Largest Gas-Focused,
UK-Listed Energy Company of Scale with Superior Growth and Energy
Transition Profile
Transaction a Result of Comprehensive Independent Process to
Maximise Shareholder Value
Capricorn Energy PLC (LON: CNE), one of Europe's leading
independent upstream energy companies, today filed an investor
presentation and the Board of Directors sent an open letter to
shareholders regarding Capricorn's proposed special dividend and
combination (together, the "Combination") with NewMed Energy
("NewMed") (TLV: NWMD), a leading Israeli energy limited
partnership. The Combination returns substantial capital to
shareholders while creating a MENA gas and energy champion and one
of the largest upstream energy independents listed in London (the
"Combined Group"). The investor presentation is available on
www.capricornenergy.com .
***
Capricorn has received a requisition notice (the "Requisition
Notice") requiring that the Board of Directors (the "Board")
convenes a general meeting of shareholders for the purposes of
considering and, if thought fit, approving resolutions to: (i)
remove Simon Thomson, James Smith, Nicoletta Giadrossi, Peter
Kallos, Keith Lough, Luis Araujo and Alison Wood from the Board and
(ii) appoint six new proposed candidates to the Board. The
Requisition Notice has been delivered by Palliser Capital Master
Fund Ltd ("Palliser"), which currently holds approximately 6.9% of
the Company's voting share capital. The Board is considering the
content and legality of the Requisition Notice and will make
further announcements regarding the Requisition Notice in due
course.
The Board unanimously reaffirms its support for each of its
directors identified in the Requisition Notice and fundamentally
rejects that the proposed resolutions are in the best interests of
shareholders. The Board urges all shareholders not to give any
commitments to Palliser if they are approached regarding the
resolutions proposed in the Requisition Notice.
***
Dear Shareholders,
Capricorn's Board of Directors and management team are focused
on enhancing value for all Capricorn shareholders. The Board
believes the Combination will deliver compelling near-term and
long-term capital returns and sustainable growth. We are excited to
realise the significant benefits of the Combination and, as
outlined below, the Board unanimously supports the Combination for
the following reasons:
1. Substantial Upfront Cash Value and Significant Premium: The
Combination accelerates the return of US$620 million in cash to
shareholders through a pre-completion dividend [1] . Capricorn's
Board estimates that this proposed near-term distribution is
c.US$120 million higher than could be paid out on a standalone
basis without the Combination, having undertaken a working capital
exercise considering the capital requirements of the business, its
ongoing financial guarantee obligations and assessing reasonable
downside scenarios over an 18-month projection period. This working
capital exercise is being independently validated as part of the
Combination prospectus drafting process. Furthermore, the
Combination exchange ratio represents an approximately 46% premium
to Capricorn's share price on 28 September 2022 after adjusting for
the pre-completion dividend.
2. Exposure to Strong Cash Flows and Robust Cash Returns: The
Combined Group is expected to generate c.US$3 billion in unlevered
free cash flow between 2023 and 2027, and will have a shareholder
distribution policy to return a minimum of 30% of free cash flow,
before growth capex and after financing costs. The Combined Group's
advantaged asset base has infrastructure-like qualities that are
expected to support substantial long-term cash returns. Moreover,
the contracted offtake agreements provide downside price protection
below US$60/bbl in respect of the Leviathan field, whilst retaining
exposure to commodity price upside. This cash flow will underpin
the material ongoing capital investment that is required in the
Egyptian portfolio to deliver the 2P reserves profile and to
benefit from the opportunities presented by possible licence
consolidation in Egypt. The Combined Group is also expected to
benefit from a reduction in operating costs with 2022 & 2023E
Average Opex for the Combined Group expected to be US$3.7/boe vs.
US$5.7/boe for Capricorn.
3. Premium Company of Scale with Upside Opportunity: Capricorn
shareholders will receive equity in what is expected to be the
largest gas-focused, UK-listed energy company on the LSE premium
segment. The Combined Group is geographically and operationally
well positioned to capitalise on strong gas demand in MENA and
Europe, driven by energy security needs, economic growth and the
energy transition. These dynamics are already reflected in the
significant outperformance of gas-weighted independents versus the
UK Oil & Gas equity market.
In an environment where concerns about Russian gas supply to
Europe remain high, the Combined Group will be positioned to be a
reliable provider of energy to its customers. Leviathan is already
a major contributor to the increase in Israeli gas production and
the de-carbonisation of Israel as well as exporting gas to Egypt
and Jordan.
4. Intent on Achieving Net Zero 2040 across the Combined
Portfolio: The Combined Group will target Net Zero Scope 1 and 2
emissions by 2040, will be positioned to deliver zero routine
flaring by 2030 and meet its commitments to transparent disclosure
under the Task Force on Climate-Related Financial Disclosures
(TCFD), Sustainability Accounting Standards Board (SASB) and Global
Reporting Initiative (GRI). The Combined Group will also be
well-positioned to benefit from new energies opportunities in its
existing core markets, including through its MoUs with Enlight
Renewable Energy and Uniper to evaluate and develop renewables and
hydrogen projects.
5. Exposure to Significantly Higher Growth Business: The
Combined Group expects to double production by 2030, driven by the
Leviathan expansion project, development of the Aphrodite field and
production growth from the Western Desert portfolio in Egypt. These
organic investment opportunities offer of combination of portfolio
NPV enhancement, rapid payback and attractive IRRs.
6. Strong Strategic Benefits: Combining the Capricorn and NewMed
businesses creates a platform that is competitively positioned to
facilitate and further accelerate gas trade and decarbonisation in
the MENA region. The Combination will bring a distinctive
opportunity for exposure to the strategic Leviathan project to the
premium segment of the London Stock Exchange, in a highly
investable business of scale with full indexation eligibility. The
Combined Group's strengthened position will also help to broaden
and deepen key commercial relationships and accelerate strategic
objectives, especially in Egypt.
7. Comprehensive Strategic Process Designed to Maximise
Shareholder Value: This attractive, premium transaction is the
result of a robust and thorough process conducted by the Board and
management team (with the assistance of independent financial and
legal advisors) which included:
-- 22 Board meetings to review strategic alternatives over the
last year, including a thorough evaluation of a sale, a potential
liquidation and continuing as a standalone business;
-- Engagement with multiple potential counterparties, several of
whom submitted expressions of interest relating to alternative
transactions; and
-- Extensive negotiations with NewMed to maximise value in the agreed combination.
Capricorn has been actively considering all strategic
alternatives for over a year and publicly "in play" since June
2022, meaning that interested parties have had (and continue to
have) the opportunity to make competing proposals and while
alternative counterparties have been allowed to review company
data, no better alternative transactions have been tabled to date.
If the Board were to receive a potentially superior proposal, it
would of course act in accordance with its fiduciary duties and
consider such a proposal carefully. The Board is completely
committed to maximising shareholder value.
Finally, the Board wants to take this opportunity to clarify a
number of perceived issues surrounding this transaction, so that
shareholders can more accurately evaluate the proposed
Combination.
Is this the right time to do the deal and has there been a competitive process? YES
The Directors take seriously their fiduciary duties to maximise
shareholder value. Following resolution of the India tax issue, the
divestiture of Capricorn's stake in Sangomar and Capricorn's
acquisition of Shell's interests in Egypt, the Board believes
Capricorn has reached a point where external strategic solutions
have become necessary to maximise shareholder value and the full
potential of Capricorn's assets.
The Combination is expected to deliver the benefits outlined
above, and Capricorn shareholders will also be realising value for
Capricorn's relatively higher oil weighted assets based on a deal
agreed at a time of high oil prices.
Capricorn's Board undertook a robust and thorough process to
evaluate a range of strategic options to maximise shareholder
value, including a sale, remaining independent and pursuing a
liquidation.
In evaluating value-maximising options, the Board considered a
broad range of external factors and market conditions,
including:
-- Creation of a gas-focused business with significantly lower
carbon emissions highly relevant for energy security and transition
in the MENA region while realising significant value for
Capricorn's higher oil-weighted Egypt business at a time of high
oil prices
-- Provide shareholders with significant upfront cash return and
the ability to participate in a sustainable & longer-term
business model, with scale and sustainable reserves
Over the last year, the Board has engaged with multiple
counterparties regarding alternative transactions. A data room has
been made available and a number of proposals have been made. The
Board has assessed all options and has carefully considered all
proposals made to date. The Board unanimously agrees that the
Combination with NewMed is the optimal route to maximise
shareholder value.
Couldn't Capricorn just pay the US$620 million dividend now and
then assess alternative strategic outcomes for
the remaining business? NO
Only as a result of the proposed Combination can Capricorn
facilitate a US$620 million cash return in Q1 2023 [2] .
Capricorn's Board estimates that this proposed near-term
distribution is c.US$120 million higher than could be paid out on a
standalone basis without the Combination, having undertaken a
working capital exercise considering the capital requirements of
the business, its ongoing financial guarantee obligations and
assessing reasonable downside scenarios over an 18 month projection
period [3] . This working capital exercise is being independently
validated as part of the Combination prospectus drafting
process.
The Company is always focussed on appropriately managing its
cost base and ensuring it is aligned with the forward strategy. In
October this year, initial steps were taken to rationalise the
organisational structure, resulting in a reduction of employee head
count by approximately one third. The Company's working capital
requirements on a standalone basis relate primarily to its
operational and financial commitments and not to its administrative
cost base.
Would a Standalone Strategy Create More Value than the NewMed Deal? NO
The Board believes that the Combination offers a significantly
superior value proposition relative to a stand-alone strategy,
including a potential liquidation of the company. Specifically, a
liquidation is likely to:
-- Degrade the Company's valuation multiple due to a perceived lack of growth;
-- Cause material cost friction and value leakage;
-- Result in Capricorn being perceived to be a "forced" seller,
which could negatively impact future M&A;
-- Undermine our workforce and key relationships with host governments and asset partners;
-- Require additional expenditures and commitments that would
reduce overall cash returns to shareholders; and
-- Involve a protracted exercise that would increase
shareholders' exposure to downside commodity price risks.
In addition, value maximisation of the Egyptian portfolio
requires material, sustained capital investment, which is
facilitated by the Combined Group's enlarged balance sheet. Early
divestment of the assets might compromise asset value and could
erode value to Capricorn shareholders.
Would the distribution of Contingent Value Rights ("CVRs") to
shareholders deliver more value for Capricorn's UK and Senegal
contingent payments? NO
Capricorn may receive certain contingent payments over the next
three years from parties which have purchased Capricorn's legacy UK
and Senegal assets. As part of the comprehensive strategic process
undertaken, the Company has explored the potential for these
contingent payments to be monetised or be distributed to
shareholders as CVRs, and concluded that would not provide a
superior route to shareholder value.
Capricorn will receive potential payments over the next three
years from Waldorf Production under the terms of the sale of its
legacy UK assets to Waldorf, contingent on oil prices and
production performance from the legacy assets over that period. The
fair value of those payments is currently estimated at US$198
million (reduced from US$241 million on Capricorn's 30 June 2022
balance sheet as a result of lower oil prices). Approximately
US$120 million of that value is expected to be payable at the end
of March 2023 and could not be distributed to shareholders as a CVR
without materially reducing the amount of any up-front cash
distribution.
Capricorn may also receive a payment of up to US$100 million
from Woodside Energy under the terms of the sale of its legacy
assets in Senegal to Woodside, contingent on oil prices and the
timing of first production from the Sangomar project in Senegal.
The payment will be made six months after first production and is
contingent on first production being in 2023 and Brent averaging
over US60/bbl. If first production is delayed and/or oil prices
fall, then the payment will be reduced down to US$50 million or
US$25 million or zero under various scenarios. The Board notes that
Woodside has recently revised its start-up guidance to "late 2023",
increasing the risk that the contingent receivable is reduced from
US$100 million to US$50 million or less [4] .
Capricorn explored alternative structural options for these
contingent payments rights throughout its negotiations with NewMed.
Ultimately alternative ways were found to improve the commercial
terms for Capricorn through the negotiations, and the value of
these rights was factored into the negotiated exchange ratio.
Separately to the NewMed Combination, the Company has looked at
structures to monetise or distribute the value of these potential
payments to shareholders. Creating a new, publicly traded security
to realise the value of these contingent payments in the form of a
CVR would incur significant administrative and ongoing monitoring
costs, in addition to being highly illiquid and having negative tax
implications and governance complications. Furthermore, in our
assessment of the viability of CVRs it has been concluded that
Capricorn would have to retain a material interest in the
underlying rights in order to mitigate some of the legal and tax
and governance challenges, further reducing the value that could be
theoretically distributed to shareholders. Many Capricorn
shareholders would also be unlikely to be able to hold such a
security, resulting in substantial flowback and trading value
implications.
Will Capricorn executive directors receive any additional
benefit outside of existing incentivisation arrangements without
shareholder approval? NO
Capricorn management is receiving no benefit outside of existing
incentives arrangements as a result of the Combination. Company
share scheme participants are being compensated for the impact of
the special dividend on their existing contractual rights under the
share scheme terms. Other than that, all incentive schemes will
continue on their existing terms over shares in the Combined Group
unchanged and any further executive benefit would be subject to
shareholder approval.
When calculating the compensation payments to scheme
participants, Capricorn's Remuneration Committee will take into
account a valuation of the existing contractual rights carried out
by an independent third party and this will be summarised in the
prospectus.
Is there downside risk if the Combination is not completed? YES
If the Combination does not complete, there may be significant
potential downside risk for shareholders. Capricorn shareholders
risk losing a substantial premium for their shares - Capricorn
shares have appreciated more than 25% since the Tullow transaction
was announced on 1 June 2022 [5] and the NewMed Combination was
subsequently announced on 29 September 2022. Capricorn's Board
estimates that the proposed near-term distribution of US$620
million is c.US$120 million higher than could be paid out on a
standalone basis without the NewMed Combination, having undertaken
a working capital exercise considering the capital requirements of
the business, its ongoing financial guarantee obligations and
assessing reasonable downside scenarios over an 18 month projection
period. Further, Capricorn may face greater risks as a subscale
E&P company with a non-operated asset base, fewer growth
options and expected reduced investor appeal.
The Combination with NewMed is a compelling investment story and
represents the best opportunity available to maximise the value of
your shares. The Board unanimously supports the proposed
Combination and strongly urges you to vote in favour of the
Combination at our upcoming general meeting.
On behalf of the Board, thank you for your continued dialogue
and investment - and we look forward to providing a further update
on the proposed transaction at a capital markets event in due
course.
Sincerely,
The Capricorn Energy Board of Directors
Enquiries to :
Analysts / Investors
David Nisbet, Corporate Affairs Tel: 0131
475 3000
Media
Jonathan Milne/Linda Bain, Corporate Affairs Tel: 0131
475 3000
Patrick Handley, David Litterick Tel: 0207
Brunswick Group LLP 404 5959
About Capricorn Energy PLC
Capricorn Energy PLC is one of Europe's leading independent
upstream energy companies, headquartered in Edinburgh, UK.
Historically we have discovered, developed and produced oil and gas
in multiple settings throughout the world. Today our focus is on
growing our current gas and liquids production base through
development and exploration, with an ambition to use our strong
balance sheet to expand that production base into other attractive
markets and to commercialise exploration resources. We adhere to
high sustainability standards, we invest to ensure our portfolio
remains competitive through stringent energy transition scenarios
and we are committed to net zero carbon emissions by 2040.
For further information on Capricorn please see:
www.capricornenergy.com
Disclaimers
This announcement has been issued by and is the sole
responsibility of Capricorn. The information contained in this
announcement is for information purposes only and does not purport
to be complete. The information in this announcement is subject to
change.
This announcement has been prepared in accordance with English
law, the UK Market Abuse Regulation and the Disclosure Guidance and
Transparency Rules and Listing Rules of the FCA. Information
disclosed may not be the same as that which would have been
prepared in accordance with the laws of jurisdictions outside
England.
Rothschild & Co, which is authorised and regulated by the
FCA in the United Kingdom, is acting exclusively for Capricorn and
no one else in connection with the matters described in this
announcement and will not be responsible to anyone other than
Capricorn for providing the protections afforded to clients of
Rothschild & Co nor for providing advice in connection with any
matter referred to herein. Neither Rothschild & Co nor any of
its affiliates (nor their respective directors, officers, employees
or agents) owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not a client
of Rothschild & Co in connection with this announcement, any
statement contained herein or otherwise. No representation or
warranty, express or implied, is made by Rothschild & Co as to
the contents of this announcement.
Goldman Sachs International, which is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom, is acting
exclusively for Capricorn and no one else in connection with the
matters set out in this announcement and will not be responsible to
anyone other than Capricorn for providing the protections afforded
to clients of nor for providing advice in connection with the
contents of this announcement or any other matter referred to
herein.
Morgan Stanley, which is authorised by PRA and regulated by the
FCA and PRA in the United Kingdom, is acting for Capricorn and
no-one else in connection with the Combination and will not be
responsible to anyone other than Capricorn for providing the
protections afforded to clients of Morgan Stanley nor for providing
advice in relation to the Combination. Neither Morgan Stanley nor
any of its subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not a client of Morgan Stanley in connection
with this announcement, any statement contained herein or
otherwise.
The contents of this announcement are not to be construed as
legal, business or tax advice. Each shareholder should consult
their own legal adviser, financial adviser and/or tax adviser for
legal, financial and/or tax advice respectively.
Takeover Code disclosure
In accordance with Rule 26.1 of the Code, a copy of this
announcement and certain other documents required to be published
pursuant to Rule 26 of the Code will be available (subject to
certain restrictions relating to persons resident in restricted
jurisdictions) at www.CapricornEnergy.com by no later than 12 noon
(London time) on the business day following the date of this
announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of
this announcement.
Statements of estimated cost savings and synergies relate to
future actions and circumstances which, by their nature, involve
risks, uncertainties and contingencies. As a result, any cost
savings and synergies referred to may not be achieved, may be
achieved later or sooner than estimated, or those achieved could be
materially different from those estimated. For the purposes of Rule
28 of the Code, quantified financial benefits statements which may
be contained in this document are the responsibility of the
relevant party. No statement in this document should be construed
as a profit forecast or interpreted to mean that the combined
group's earnings in the first full year following implementation of
the Combination, or in any subsequent period, would necessarily
match or be greater than or be less than those of NewMed or
Capricorn for the relevant preceding financial period or any other
period.
Cautionary Note Regarding Forward-looking Statements
This announcement includes certain forward-looking statements
with respect to the financial condition, results of operations and
business of the Group and certain plans and objectives of the
Board. These forward-looking statements can be identified by the
fact that they do not relate to any historical or current facts.
Forward-looking statements often use words such as "proposed",
"anticipate", "expect", "estimate", "intend", 'plan", "believe",
"will", "may", "should", "would", "could" or other words with a
similar meaning. These statements are based on assumptions and
assessments made by the Board in light of its experience and its
perception of historical trends, current conditions, expected
future developments and other factors it believes appropriate. By
their nature, forward-looking statements involve risk and
uncertainty and there are a number of factors that could cause
actual results and developments to differ materially from those
expressed in, or implied by, such forward-looking statements.
The forward-looking statements speak only as at the date of this
announcement. Save as required by the requirements of the Listing
Rules or the Disclosure Guidance and Transparency Rules of the FCA
or otherwise arising as a matter of law or regulation, Capricorn
expressly disclaims any obligation or undertaking to disseminate
after publication of this announcement any updates or revisions to
any forward-looking statements contained herein to reflect any
change in the Group's expectations with regard thereto or any
change in events, conditions or circumstances on which any such
statement is based.
Neither the content of Capricorn's website (or any other
website) nor the content of any website accessible from hyperlinks
on Capricorn's website (or any other website) is incorporated into
or forms part of this announcement.
Additional Information
This announcement is not intended to, and does not, constitute
or form part of any offer, invitation, or the solicitation of an
offer to purchase, otherwise acquire, subscribe for, sell or
otherwise dispose of, any securities, or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and
conditions of any offer, including details of how it may be
accepted. The distribution of this announcement in jurisdictions
other than the United Kingdom and the availability of any offer to
shareholders of Capricorn who are not resident in the United
Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any
jurisdiction other than the United Kingdom or shareholders of
Capricorn who are not resident in the United Kingdom should inform
themselves about, and observe any applicable requirements. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
Information for US persons
The Combination relates to the acquisition of an Israeli limited
partnership and is proposed to be effected by means of a scheme of
arrangement under the laws of Israel. A transaction effected by
means of a scheme of arrangement is not subject to proxy
solicitation or tender offer rules under the US Exchange Act.
Accordingly, the Scheme is subject to the disclosure requirements,
rules and practices applicable in Israel to schemes of arrangement,
which differ from the requirements of US proxy solicitation or
tender offer rules.
The New Capricorn Shares have not been, and will not be,
registered under the US Securities Act of 1933, as amended (the "US
Securities Act") or under the securities laws of any state or other
jurisdiction of the United States. Accordingly, the New Capricorn
Shares may not be offered, sold or delivered, directly or
indirectly, in or into or from the United States absent
registration under the US Securities Act or an exemption therefrom.
The New Capricorn Shares are expected to be issued in reliance upon
the exemption from the registration requirements of the US
Securities Act provided by Section 3(a)(10) thereof. Under
applicable US securities laws, persons (whether or not US persons)
who are or will be "affiliates" (within the meaning of the US
Securities Act) of Capricorn or NewMed prior to, or of Capricorn
after, the consummation of the Combination will be subject to
certain US transfer restrictions relating to the New Capricorn
Shares received pursuant to the Scheme.
Capricorn has not analysed or determined the U.S. tax
consequences to a US holder of receiving New Capricorn Shares
pursuant to the Combination, or owning New Capricorn Shares
following the Combination. In addition, Capricorn will not provide
any annual determinations as to whether it is a passive foreign
investment company for U.S. federal income tax purposes for any
taxable year. Each US holder is urged to consult his or her
independent professional adviser immediately regarding any tax
payment, tax reporting or other tax consequences of the Combination
and ownership of New Capricorn Shares under applicable U.S.
federal, state, local or other tax laws.
The financial information herein has been prepared in accordance
with IFRS and may not be comparable to financial information of
companies whose financial statements are prepared in accordance
with US GAAP.
It may be difficult for US holders to enforce their rights and
claims arising out of the US federal securities laws, since
Capricorn and NewMed are located in countries other than the United
States, and some or all of their officers and directors may be
residents of countries other than the United States. US holders may
not be able to sue a non-US company or its officers or directors in
a non-US court for violations of the US securities laws. Further,
it may be difficult to compel a non-US company and its affiliates
to subject themselves to a US court's judgment.
None of the securities referred to in this Announcement have
been approved or disapproved by the US Securities and Exchange
Commission, any state securities commission in the United States or
any other US regulatory authority, nor have such authorities passed
upon or determined the adequacy or accuracy of the information
contained in this Announcement. Any representation to the contrary
is a criminal offence in the United States.
Rounding
Certain figures included in this announcement have been
subjected to rounding adjustments. Accordingly, figures shown for
the same category presented in different tables may vary slightly
and figures shown as totals in certain tables may not be an
arithmetic aggregation of figures that precede them.
[1] Where referred to in this document, this amount includes
payments of cash sums to participants in certain of Capricorn's
employee share plans, which are referable to the effect of the
proposed Combination.
[2] Q1 2023 is the earliest possible timing for completion of
the Combination.
[3] The Company's capital commitments include approximately
US$47m of exploration commitments across Egypt and the rest of the
portfolio, in addition to the continuous production and development
drilling campaign in Egypt. The Company's financial guarantee
commitments include US$69m of bank guarantees to the government of
Mexico in relation to exploration licence commitments as well as
operations in Egypt and Mauritania.
[4]
https://www.woodside.com/docs/default-source/asx-announcements/2022/2023-full-year-guidance.pdf?sfvrsn=58929f8d_3
[5] Factset as at 14-Dec-2022, based on Share Price performance
since 31-May-2022
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END
MSCFLFISFFLALIF
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