Capricorn Energy PLC Update on NewMed transaction and Strategic Review (0165Q)
February 15 2023 - 5:31AM
UK Regulatory
TIDMCNE
RNS Number : 0165Q
Capricorn Energy PLC
15 February 2023
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION 15 February 2023
CAPRICORN ENERGY PLC ("Capricorn" or the "Company")
Update on the NewMed transaction and Strategic Review
On 1 February 2023, the Company announced the appointment of six
new members of the Board of Directors (the "Board") and the
intention of the Board to conduct a comprehensive strategic review
of Capricorn's business and potential directions for the future of
the Company (the "Strategic Review"). On the same day, the general
meeting convened in connection with the proposed combination (the
"NewMed Transaction") between the Company and NewMed Energy -
Limited Partnership ("NewMed") was adjourned until 22 February 2023
(the "Adjourned GM").
In conducting the Strategic Review, the Board is mindful of the
overwhelming mandate it has been given by shareholders and, in that
context, the views that proxy advisory agencies and a significant
number of shareholders have expressed in relation to the NewMed
Transaction, including their unwillingness to support it on its
current terms. An immediate priority has therefore been to review
the Board's position towards the NewMed Transaction.
Based on its work to date in respect of the Strategic Review and
taking into consideration the views expressed by shareholders on
the NewMed Transaction, the Board has resolved to advise
shareholders to vote against the NewMed Transaction. As a
consequence of this decision, the Company and NewMed have mutually
agreed that the business combination agreement ("the BCA") entered
into between the Company and NewMed on 29 September 2022 be
terminated with immediate effect.
The Board believes this action is necessary to enable the
consideration of all potential strategic options for the Company,
including the material return of capital to shareholders and
potential engagement with respect to alternative options.
As a result of the termination of the BCA, the resolutions to be
put to the Adjourned GM will be of no effect. As a matter of
process, the Board confirms that the Adjourned GM will be opened at
10am on 22 February 2023 at the Company's offices at 50 Lothian
Road, Edinburgh EH3 9BY , where all of the proposed resolutions
will be withdrawn and the meeting immediately closed with no
shareholder vote taking place. The Company also confirms that the
combined prospectus and circular issued by the Company on 13
January 2023, as supplemented on 31 January 2023, in connection
with the NewMed Transaction ceases to be valid.
The Company will now issue its Year End results on 27 April
2023. A Trading Update ahead of those results will be issued
shortly.
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.
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
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
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END
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