TIDMCNE
RNS Number : 6646N
Capricorn Energy PLC
24 January 2023
FOR IMMEDIATE RELEASE 24 January 2023
CAPRICORN ENERGY PLC ("Capricorn" or "the Company")
Adjournment of General Meeting for shareholder vote on NewMed
Energy Limited Partnership ("NewMed") Combination (the "NewMed
GM")
Board Changes
The Capricorn Board's priority has been to ensure that the
shareholder votes on both the proposed NewMed Combination and the
Palliser requisitioned General Meeting on Board composition (the
"Requisitioned GM") can occur. To date, it has been necessary to
schedule the two votes on the same day to ensure that the option of
the NewMed Combination could be maintained.
The Board has listened to shareholder concerns about the timing
of the General Meetings, and has therefore been considering the
Company's obligations under the Business Combination Agreement
entered into with NewMed on 29 September 2022 (the "Business
Combination Agreement"), and discussing with the FCA the
requirements of the combined prospectus and circular published by
the Company on 13 January 2023 (the "Prospectus/Circular") and now
intends for the NewMed GM to be adjourned from 1 February until 22
February 2023.
The Requisitioned GM will go ahead on 1 February 2023, with an
adjournment of the NewMed GM allowing a reconstituted Board to
assess the proposed NewMed Combination alongside other strategic
options prior to determining the recommended route forward. NewMed
is aware of the intended adjournment of the NewMed GM and has
advised the Company that it reserves its rights under the Business
Combination Agreement.
To best enable the process of Board reconstitution, the
following changes to the Board have been collectively agreed:
- Nicoletta Giadrossi has accelerated her decision to step
down as Chair following the proposed NewMed Combination
vote, and will step down from the Board with immediate
effect;
- Simon Thomson will step down as a Board director with immediate
effect;
- Peter Kallos, Alison Wood and Luis Araujo will also step
down from the Board with immediate effect;
- Keith Lough remains on the Board to ensure ongoing oversight
of reporting obligations and other corporate governance
requirements with the intention of stepping down from the
Board in advance of the Requisitioned GM; and
- similarly, James Smith remains on the Board as Chief Financial
Officer, with the intention of stepping down from his role
as Board director in advance of the Requisitioned GM.
The Company has been in discussions, via Palliser, with the
Requisitioned GM nominee directors (the "Nominee Directors") to
seek to appoint them to the Board immediately, but understands that
the Nominee Directors' preference is to wait until the
Requisitioned GM on 1 February. The continuing directors, including
Cathy Krajicek and Erik B. Daugbjerg, will engage with the Nominee
Directors to ensure an orderly transition and appropriate
continuity of governance. A further announcement on Board
reconstitution will be made in due course.
A document supplementing the Prospectus/Circular on this and any
other relevant matters will be issued in due course as
required.
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 404
Brunswick Group LLP 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.
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.
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.
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.
The content of the website referred to in this announcement is
not incorporated into and does not form part of this
announcement.
For further information on Capricorn please see:
www.capricornenergy.com
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