15 Feb 2023
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2023 at the Company’s offices at 50 Lothian Road, Edinburgh EH3 9BY, where all of the proposed resolutions will be withdrawn and the meeting immediately closed with no shareholder vote taking place.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:
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
Brunswick Group LLP
Tel: 0207 404 5959