Response to Rule 2.8 announcements
Capricorn Energy PLC has confirmed its recommendation for the offer from Genel Energy plc, following announcements from Samos Energy Ltd and Alamadiyaf al-Masiyyah that they do not intend to make an offer. The Board believes the Genel offer provides shareholders with an attractive premium to the closing price of 266 pence per share on the Undisturbed Date, and urges shareholders to vote in favour at the meetings on August 18, 2026. Capricorn confirms it had 71,403,652 ordinary shares in issue as of August 10, 2026.
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Response to Rule 2.8 announcements from Samos Energy Ltd ("Samos") and Alamadiyaf al-Masiyyah for Trading LLC ("Alamadiyaf al-Masiyyah")
The Board of Capricorn notes the announcements from Samos and Alamadiyaf al-Masiyyah that they do not intend to make an offer for Capricorn. As a result, both Samos and Alamadiyaf al-Masiyyah are bound by the restrictions set out in Rule 2.8 of the Takeover Code.
Reconfirmation of recommendation
The Board notes the announcements from Samos and Alamadiyaf al-Masiyyah, and confirms that it remains focused on delivering the recommended offer for the Company agreed with Genel Energy plc on 2 July 2026.
The Board continues to believe the offer from Genel provides Capricorn shareholders with an opportunity for immediate realisation of future value potential in cash at an attractive premium to the closing price per Capricorn Share of 266 pence on the Undisturbed Date, and therefore reiterates its recommendation that Capricorn shareholders vote in favour of the offer from Genel at the shareholder meetings due to take place on 18 August 2026.
The Capricorn Directors, who have been so advised by Canaccord Genuity as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to Capricorn Directors, Canaccord Genuity has taken into account the commercial assessments of the Capricorn Directors. Canaccord Genuity is providing independent financial advice to the Capricorn Directors for the purposes of Rule 3 of the Code.
Accordingly, taking into account the factors set out in paragraph 3 of Part 1 of the Scheme Document, the Capricorn Directors continue to believe that the terms of the Acquisition (including the Scheme) are in the best interests of Capricorn Shareholders as a whole and unanimously recommend that all Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that all Capricorn Shareholders vote in favour of the resolution to be proposed at the General Meeting.
It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair representation of Scheme Shareholders' opinion. Scheme Shareholders and Capricorn Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or to appoint a proxy electronically either through the share portal service or Proxymity or through CREST as soon as possible and, in any event, by no later than 12.00 p.m. on 14 August 2026 in respect of the Court Meeting and 12.15 p.m. on 14 August 2026 in respect of the General Meeting in accordance with the instructions set out in the Scheme Document and the Forms of Proxy. Instructions in relation to voting and the completion of the Forms of Proxy are included in the Scheme Document. Scheme Shareholders and Capricorn Shareholders are also strongly encouraged to appoint the Chair of the meeting as their proxy.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the scheme document published by the Company in connection with the Acquisition on 21 July 2026.
Rule 2.9 Disclosure
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.