FOR IMMEDIATE
RELEASE
17 April 2024
Capricorn Energy PLC
("Capricorn" or the "Company")
Report
and Accounts, Notice of Annual General Meeting, Return of US$50
million to Shareholders and Board Changes
Report and Accounts and Notice of
Annual General Meeting
Capricorn announces that its annual
report and accounts for the year ended 31 December 2023 (the
"Report and Accounts") and
a notice of annual general meeting (the "Notice") are today being posted to
shareholders. The Notice convenes the 2024 Annual General Meeting
(the "AGM"), which will be
held at The Cellar Room, Kimpton Charlotte Square Hotel, 38
Charlotte Square, Edinburgh EH2 4HQ at 11.00 a.m. on Thursday, 23
May 2024.
A copy of the Report and Accounts
and Notice have also been submitted to the National Storage
Mechanism and the full unedited text of the Report and Accounts
will shortly be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Report and Accounts and Notice are also available on the
Company's website at www.capricornenergy.com.
Return of US$50 million to
shareholders
Following our Year-End Results
announcement on 28 March, Capricorn is pleased to report that the
Notice that is being posted today sets out further details of the
2024 Return of Cash and related matters.
Pursuant to the 2024 Return of Cash,
Capricorn will pay a special dividend of approximately US$50
million (c.£39.35 million) to shareholders and complete a
consolidation of Capricorn's ordinary share capital. The special
dividend is expected to be paid on 7 June 2024 to those on the
register at 6.00 p.m. on 23 May 2024.
The Share Consolidation will reduce
the number of Capricorn's issued ordinary shares by an amount that
reflects the value of the 2024 Return of Cash to shareholders
relative to the market capitalisation of Capricorn prior to the
2024 Return of Cash. The aim of this is to
ensure, so far as possible, the market price of an ordinary share
remains approximately the same before and after the proposed 2024
Return of Cash and to maintain comparability of historical and
future per share data. The Share Consolidation will reduce the
number of ordinary shares in Capricorn which shareholders own, but
not the proportion (subject to allowance for fractional
entitlements).
Key dates
Time and date Share Consolidation
ratio will be announced
|
7.00 a.m.
on 21 May 2024
|
Latest time and date for receipt of
Electronic Proxy Instructions, Form of Proxy or CREST Proxy
Instruction in respect of Annual General
Meeting
|
11.00 a.m.
on 21 May 2024
|
Annual General Meeting
|
11.00 a.m.
on 23 May 2024
|
Latest time and date for dealings in
Existing Ordinary Shares
|
4.30 p.m.
on 23 May 2024
|
Record Time for entitlement to the
Special Dividend and to determine the Existing Ordinary Shares
subject to the Share Consolidation (Existing Ordinary Share
register closed and Existing Ordinary Shares disabled in
CREST)
|
6.00 p.m.
on 23 May 2024
|
Ordinary Shares marked ex-Special
Dividend
|
8.00 a.m.
on 24 May 2024
|
Listing of the New Ordinary
Shares
|
8.00 a.m.
on 24 May 2024
|
Dealings in the New Ordinary Shares
commence and enablement in CREST in respect of uncertificated New
Ordinary Shares
|
8.00 a.m.
on 24 May 2024
|
Despatch of share certificates in
respect of certificated New Ordinary Shares
|
7 June
2024
|
Payment of Special Dividend to
Shareholders
|
7 June
2024
|
Notes:
1. Unless
otherwise stated, defined terms set out have the same meaning as in
the Notice.
2. All dates are
subject to change. If any of the above times or dates change, the
revised times and / or dates will be notified to Shareholders by an
announcement on an RIS.
3. References to
time are to London time.
4. The Record Time
for entitlement to the Special Dividend and to determine the
holdings of Existing Ordinary Shares subject to the Share
Consolidation may be such other time as the Directors
determine.
5.
Unless the counterparties specifically agree
otherwise, a buyer of the Company's Ordinary Shares ahead of the
ex-date (24 May 2024) will assume the benefit to the Special
Dividend and the seller would need to pass the benefit to the
buyer, even if the seller is the recorded owner at the Record
Date.
Board Changes
Capricorn further announces that
Craig van der Laan, who has been Non-Executive Chair since February
2023, has decided not to stand for re-election and will cease to
hold office as Chairman and as a Director at the conclusion of the
AGM.
From the conclusion of the AGM,
Maria Gordon, Non-Executive Director, will become the Company's
Non-Executive Chair (subject to re-election by shareholders). Over
the past ten years, following two decades in investment at Goldman
Sachs and PIMCO, Maria has held numerous roles as a non-executive
director, including experience as a Chair leading both public and
privately-held companies.
Craig van der Laan
commented:
"In February last year, I was asked
to take on the Chair role at Capricorn at a time of considerable
change and uncertainty about the future direction of the Company.
At that time, I outlined five areas of strategic focus, namely:
capital returns, cost savings across the business, scaling back and
exiting non-core operations, maximising value from Egypt and
driving cultural change across the Company.
I am proud that we have made huge
strides in all these areas in the past twelve months. In
particular, we have:
· recruited a completely new senior management team, including
our CEO Randy Neely, who possesses deep experience of the Egyptian
oil and gas sector;
· returned ~$568m in capital to shareholders;
· significantly reduced costs across the Company and driven
cultural change which has repositioned Capricorn as a lean, fit for
purpose, cost-conscious organisation;
· exited
or made significant progress in exiting all non-shareholder
value-generating assets in Africa and Latin America;
· accelerated payments from the North Sea divestment on
favourable terms while adding an encouraging new producing asset in
the North Sea;
· repositioned the Company in its relations with key
stakeholders and partners in Egypt; and
· refocussed the Company's priorities on shareholder returns and
shareholder value generation.
Having delivered on these objectives
in the past 14 months, it is an appropriate time to hand over the
reins, and for Maria to take Capricorn's Board forward for the next
phase of its evolution. I have enjoyed my time as Capricorn's Chair
immensely and leave the Company in the capable hands of Maria and
Randy."
Commenting on the Board change
announcement, proposed Chair Maria Gordon said:
"I am honoured to have been proposed
as the Chair of Capricorn, to lead the Board through the next stage
of Capricorn's journey. I have enjoyed working with Craig, who has
led the Board with a commitment to the highest standards of
corporate governance during a time of positive and transformational
change in the business, strongly focused on and aligned with our
shareholders' expectations. On behalf of the Board and the
executive team, I thank him for his dedication and leadership
during the transformation of Capricorn and wish him well for the
future."
Responding to the Board change
announcement, Randy Neely, CEO of Capricorn, said:
"I am grateful for Craig's support,
guidance and advice throughout the past year. He leaves Capricorn
having successfully overseen a major transformation, with the
Company in an excellent position to move forward and face the
challenges ahead. I thank him for his focus and commitment and join
the Board in wishing him well in his future endeavours."
9.6.11R of the Listing Rules of
the UK Listing Authority
This notice is given in fulfilment
of the obligation under paragraph 9.6.11R of the Listing Rules.
There are no other matters requiring disclosure under
paragraph 9.6.11R.
S430(2B) Companies Act
2006:
Craig van der
Laan has not
and will not receive any loss of office payments, nor will he be
paid any further remuneration for his service as a Director of
Capricorn Energy PLC, other than fees due for his services up to
the date he retires from the Board.
Enquiries to:
Analysts / Investors
|
|
Nathan Piper, Commercial
Director
|
Tel: 0131 475 3000
|
|
|
Media
|
|
Diana Milford, Corporate
Affairs
|
Tel: 0131 475 3000
|
|
|
Billy Clegg/Owen Roberts,
Camarco
|
Tel: 0203 757 4980
|
About Capricorn Energy PLC
Capricorn is an Egypt-focused energy
producer, with an attractive portfolio of onshore exploration,
development and production assets in the Western Desert with a
producing position in the UK North Sea.
For
further information on Capricorn please see:
www.capricornenergy.com