TIDMCNE
RNS Number : 7831L
Capricorn Energy PLC
05 January 2023
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 5 January 2023
CAPRICORN ENERGY PLC ("Capricorn" or "the Company")
Update to Shareholders Regarding Combination with NewMed Energy
and Palliser Capital's Director Nominations
Board Reiterates Support for Combination with NewMed
Addresses Incorrect Facts and Assumptions Made by Palliser about
Capricorn and the NewMed Combination
Demonstrates Superior Value of the NewMed Combination over
Palliser Plan
Invites Palliser Nominees to Review Combination Information and
Analysis under NDA
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 to update them on Capricorn's proposed special
dividend and combination (together, the "Combination") with NewMed
Energy ("NewMed") (TLV: NWMD), a leading Israeli energy limited
partnership. This investor presentation and letter also cover the
requisition notice (the "Requisition Notice") delivered by Palliser
Capital Master Fund Ltd. ("Palliser") requiring that the Board of
Directors of Capricorn (the "Board") convene a general meeting of
shareholders for the purposes of considering and, if thought fit,
approving resolutions to: (i) remove seven incumbent directors from
the Board and (ii) appoint six new proposed candidates to the Board
selected by Palliser.
The investor presentation is available on
www.capricornenergy.com .
***
Dear Shareholders,
You will be making key decisions in the coming weeks regarding
your investment in Capricorn, including our proposed Combination
with NewMed and the composition of Capricorn's Board.
Over the past year, following the arbitral award against the
Government of India and clarity on the receipt of that cash, and
recognising the challenges of a standalone future as a subscale,
non-operated E&P company, focused on Egypt with considerable
working capital requirements, the Board, together with its
independent financial and legal advisors, extensively reviewed a
comprehensive range of strategic alternatives. As part of this
process, the Board held 20+ meetings over the last 12 months in
their review of alternatives, including mergers, liquidations,
breakups and potential modifications to its strategy.
The Board engaged in discussions with multiple counterparties
regarding potential transactions and thoroughly reviewed all
proposals received. In evaluating all proposals, the Board
considered the potential value creation from a transaction against
pursuing a standalone strategy (including a breakup or
liquidation). The Board initially pursued a transaction with Tullow
Oil plc capitalising on West African oil growth, but ultimately
concluded that the Combination with NewMed would deliver
significantly more value to shareholders by providing material
upfront cash return and creating a premium MENA gas-weighted
champion with superior yield, growth and energy transition
benefits.
Specifically, the Combination with NewMed will:
-- enable a cash return of approximately $620 million[1]
(US$120 million more than could be returned to ordinary
shareholders on a standalone basis[2] in the near-term).
This substantial capital return facilitated by the Combination
is in addition to the more than US$780 million[3] in cash
returned to shareholders over the past two years and US$5.5
billion[4] (,[5]) over the past 15 years;
-- realise approximately a 46% premium[6] for our remaining
assets and provide exposure to the largest gas-focused,
UK-listed energy company on LSE's premium segment (by
2P reserves); and
-- create a world-class gas and energy champion that will:
o provide enhanced scale, liquidity and a superior investment
case;
o benefit strategically from both energy security and energy
transition trends;
o generate approximately US$3 billion in unlevered free
cash flow[7] between 2023-2027 from existing assets, with
a shareholder distribution policy of at least 30%;
o have resilient downside commodity price protection, whilst
retaining upside exposure, together with low operating
costs and minimum maintenance capex;
o target a doubling of production from development projects
within the existing portfolio by 2030; and
o offer an enhanced ESG profile with the scale and resources
necessary to accelerate our commitment to achieving net
zero Scope 1 and 2 carbon emissions by 2040 across the
combined portfolio.
The Capricorn Board believes that, as a result of the
Combination, the Combined Group will have a very high-quality asset
portfolio and a resilient revenue base generating regular returns
to Capricorn Shareholders. This includes the largest interest in
the world-class Leviathan Field, enabling the Combined Group to
provide gas to growing regional energy markets and potentially LNG
to European and international markets. The Combined Group will be
competitively positioned to facilitate and further accelerate gas
trade and decarbonisation in the MENA region and will invest in the
transition to a low carbon energy system in line with its
commitment to achieve net zero Scope 1 and Scope 2 emissions by
2040.
We have detailed the Combination's value proposition most
recently in a presentation that we circulated on 19 December 2022.
We encourage our shareholders to review these materials, which can
be found on our website here .
Capricorn's Board and management team have met with shareholders
representing a majority of our outstanding shares since the
Combination has been announced - we have very much appreciated
their input and insight. We also have met eleven times with
Palliser as part of that shareholder engagement process. We share
their stated commitment to maximising shareholder value, and it was
in that spirit that we met with the Palliser team.
Palliser's alternative view for future value creation is set out
in their filed presentation and includes a Value Optimisation Plan
(the "Plan") as an alternative to the Combination. We have reviewed
this Plan in detail, together with our independent financial
advisors. We believe the Plan is based on an overstated value of
Capricorn on a standalone basis. This is due to Palliser's reliance
on several outdated and incorrect facts and assumptions, including
being able to immediately return to shareholders approximately
US$620 million[8] in cash on a standalone basis[9], valuing the
contingent value rights at over US$300 million and underestimating
the costs and challenges associated with optimising the Egyptian
fiscal terms. It also does not reflect the time and costs which
would be involved in executing their Plan and underestimates the
value creation potential of the NewMed Combination.
Our analysis concluded that pursuing this Plan would be likely
to deliver less value with higher risk over a longer execution
period. Specifically, our analysis, adjusting for Palliser's
incorrect facts and assumptions, indicates that the Plan would
likely deliver an estimated US$866 million in fair market value and
only US$645 million when taking into account the P / Core NAV
trading discount observed in peers[10], which is meaningfully below
the implied current NewMed offer value[11] of US$920
million[12].
We want to ensure shareholders have all the accurate and
up-to-date information required to make a decision. In particular,
here are the facts underlying our analysis and corrections to the
Plan:
-- The Plan assumes a net cash balance that is US$34 million
too high due to our ongoing investment in Egypt (and of
our US$597 million balance, $53 million is restricted
and not available for capital return);
-- The fair value of the UK receivable has reduced from US$241
million at 30 June 2022 to US$205 million as a result
of falling oil prices; US$120 million of the expected
receivable is already factored into Capricorn's working
capital projections;
-- The risked value of the Senegal contingent payment is
US$57 million, US$16 million less than assumed by the
Plan as a result of an increased risk of delay linked
to the Woodside revised start up guidance to "late 2023"
for Sangomar;
-- Therefore, the aggregate value of the contingent payments
is approximately US$260 million, US$50 million lower
than the assumed value in the Plan, and of this only US$140
million could be distributed to shareholders;
-- The Plan's assumed value for the Egyptian assets is just
US$71 million with no further investment, and fails to
state that the full 2P value of US$335 million requires
multi-year capital investment. Capricorn has guided the
market to capex of US$75 million per year from 2023 to
2026[13]. Additionally, it includes US$47 million of value
to exploration, which should not be included in Core NAV
or fair market value, and their price deck materially
exceeds lending bank, peer assumptions and futures curve[14];
and
-- The Plan assumes that US$61 million of receivables for
sales to EGPC in Egypt will be immediately recovered,
whereas the Company expects the working capital position
to remain flat.
In addition, here are our observations on a number of the
assumptions underlying the deliverability of the Plan:
-- On a standalone basis, the Board estimates that Capricorn's
cash available to be distributed in the near-term would
not be more than US$500 million, due to the group's capital
commitments, financial guarantees and requirement to hold
working capital for downside commodity price, production
and cost scenarios. The working capital exercise is being
independently validated;
-- The hypothetically distributable amount of the contingent
payments is US$140 million - not the Plan's more than
US$300 million. Furthermore, the Company would likely
be required to retain a material stake in the underlying
rights in the event of a distribution, which would reduce
the issuable quantum and liquidity of any potential instrument.
With at least 40% of Capricorn's shareholders expected
to be forced sellers of any such financial instrument,
the market value would be expected to trade at a significant
discount;
-- The Plan's assessment of the value creation potential
from PSC modernisation in Egypt is overly optimistic.
Specifically, the Plan's valuation of the upside potential
from PSC modernisation is based on the terms achieved
by APA Corporation in Egypt, and yet fails to fully account
for the fact that a US$100 million signature bonus was
paid to EGPC, and a material capital programme was committed
to secure revised terms; and
-- The Plan advocates a future for Capricorn as a subscale,
non-operated Egyptian-focused exploration and production
company with limited capital resources, but fails to reflect
the discount to asset value at which similar companies
trade; if you apply average market discounts (26-43% based
on observed peer trading ranges[15]), the value of the
Combination exceeds the value of Palliser's Plan - even
when applying Palliser's incorrect facts and assumptions.
Palliser's presentation additionally makes a number of incorrect
assertions about Capricorn's historical performance and misleading
characterisations of the Company's track record. Here are the
facts:
-- Capricorn's total shareholder returns have outperformed
the peer median over each of the last one- and three-year
periods by 20%[16];
-- Capricorn's Board and management have demonstrated disciplined
capital stewardship, having successfully re-positioned
the Company by exiting more mature and higher capital
intensity assets, refocusing on low-cost, higher gas-weighted
Egyptian assets and returning more than US$780 million[17]
in cash to shareholders over the past two years and US$5.5
billion[18] (,[19]) over the past 15 years;
-- Capricorn has maintained a disciplined approach to costs,
with one of the lowest G&A as a percentage of market capitalisation
versus London-listed E&P peers[20];
-- Capricorn has already implemented G&A reductions, reducing
headcount by one-third in 2022, which we expect to deliver
an annual G&A saving of US$7.5 million[21] from 2024,
while other cost-saving measures are ongoing;
-- Capricorn's Board has demonstrated its commitment to maximising
shareholder value, as evidenced by the recommendation
of the NewMed Combination, which will accelerate the return
of approximately US$620 million[22] in cash to Capricorn
shareholders, ensure the best platform to maximise the
value of Capricorn's asset portfolio and give our shareholders
exposure to a highly strategic business targeting a doubling
of production by 2030; and
-- The Board, as executives and directors, collectively has
200+ years of oil & gas experience and has executed and
overseen more than US$100 billion in M&A transaction volume.
We urge Capricorn shareholders to carefully review these
materials. We have real concerns that shareholders who rely on the
Plan, without understanding the material risks and errors in its
analysis, will likely be voting for value destruction.
More recently, Palliser has requisitioned an extraordinary
general meeting to remove seven current Capricorn directors and
replace them with six of its own nominees. If successful, we
believe it is likely that Palliser's nominees will terminate the
Combination in favour of implementing the Plan, which is likely to
destroy value.
The Capricorn Board is committed to the highest corporate
governance standards. Accordingly, the Board invites each of
Palliser's nominees to sign non-disclosure agreements and give them
the opportunity to review Capricorn's business plan and additional
details about the Combination and the Board's process. This would
enable them to better assess for themselves the strategic
alternatives that have previously been explored by the Board and to
evaluate the body of information underpinning the Board's
recommendation of the Combination.
The Capricorn Board and management team are focused on
delivering maximum value to Capricorn shareholders. We expect to
issue the notice for Palliser's requisitioned general meeting on 9
January 2023 - for a 1 February 2023 meeting - and expect to hold
the meeting to vote on the Combination on or around the same date.
We look forward to engaging with our shareholders in advance of
these important votes. We thank you for your investment and will
continue to seek your input at this important time.
Sincerely,
The Capricorn 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. 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] Proposed pre-completion special dividend of US$620m paid to
Capricorn's existing shareholders which includes US$15m, which is
subject to finalisation of an independent 3rd party report into the
fair valuation, which is to be payable to more than 200
participants under the Capricorn Share Plans, comprising current
employees (including the executive directors) and a number of
former employees
[2] Capricorn Board estimate based on an ongoing independent 3rd
party 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] H1 2022A
[4] Includes return of US$620m associated with the
Combination
[5] Proposed pre-completion special dividend of US$620m paid to
Capricorn's existing shareholders which includes US$15m, which is
subject to finalisation of an independent 3rd party report into the
fair valuation, which is to be payable to more than 200
participants under the Capricorn Share Plans, comprising current
employees (including the executive directors) and a number of
former employees
[6] Premium based on GBP0.99 exchange value per share and
theoretical Capricorn GBP share price ex-dividend of GBP0.68,
announcement date (28 September 2022)
[7] Unlevered free cash flow for existing producing assets,
according to Leviathan NSAI report as of December 2021 and
Capricorn estimate
[8] Proposed pre-completion special dividend of US$620m paid to
Capricorn's existing shareholders which includes US$15m, which is
subject to finalisation of an independent 3rd party report into the
fair valuation, which is to be payable to more than 200
participants under the Capricorn Share Plans, comprising current
employees (including the executive directors) and a number of
former employees
[9] Capricorn Board estimate based on an ongoing independent 3rd
party 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
[10] Peer group includes: GKP, Serica, Genel, Seplat, Enquest,
Pharos, Harbour, Tullow Oil
[11] As at 30 December 2022
[12] Assuming an issued share capital of 315.1 million shares
and taking into account the proposed related payment to
participants in certain of Capricorn's share plans of a cash sum
referable to the effect of the Transaction; Based on NewMed share
price and foreign exchanges rates on 30 December 2022 and assuming
a Capricorn issued share capital of 315.1 million shares
[13] ERCE Fair Market Valuation Report
[14] ERCE nominal oil price deck of US$96/bbl, US$94/bbl,
US$86/bbl, US$80/bbl, US$82/bbl, US$83/bbl, US$85/bbl,
US$87/bbl,US$88/bbl, US$90/bbl (2022-2031)
[15] Based on sell-side analyst research, Price to Core NAV and
Price to Total NAV. Peers include Energean, Enquest, Genel, GKP,
Harbour, Pharos, Seplat, Serica and Tullow as at 30 December
2022
[16] Peer group includes: GKP, Serica, Genel, Seplat, Enquest,
Pharos, Harbour, Tullow Oil. Bloomberg as of 30 December 2022
[17] H1 2022A
[18] Includes return of US$620m associated with the
Combination
[19] Proposed pre-completion special dividend of US$620m paid to
Capricorn's existing shareholders which includes US$15m, which is
subject to finalisation of an independent 3rd party report into the
fair valuation, which is to be payable to more than 200
participants under the Capricorn Share Plans, comprising current
employees (including the executive directors) and a number of
former employees
[20] Peer group includes: GKP, Serica, Genel, Seplat, Enquest,
Pharos, Harbour, Tullow Oil
[21] Excluding one-off costs to be incurred in 2023
[22] Proposed pre-completion special dividend of US$620m paid to
Capricorn's existing shareholders which includes US$15m, which is
subject to finalisation of an independent 3rd party report into the
fair valuation, which is to be payable to more than 200
participants under the Capricorn Share Plans, comprising current
employees (including the executive directors) and a number of
former employees
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