Results of Court Meeting and General Meeting
Capricorn Energy plc announced that the Court Meeting and General Meeting held on August 18, 2026, resulted in the approval of the recommended cash acquisition by Bidco, a subsidiary of Genel Energy plc. A majority of Scheme Shareholders, representing not less than 75% in value of Scheme Shares, voted in favour of the Scheme at the Court Meeting, and Capricorn Shareholders passed the resolution to implement the Scheme at the General Meeting. The acquisition, to be effected by a Court-sanctioned scheme of arrangement, remains subject to the sanction of the Scheme by the Court, the Egyptian Condition, and the Egyptian Merger Condition, with completion expected in the second half of 2026.
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(a company indirectly owned by Genel Energy plc ("Genel"))
to be effected by means of a Court-sanctioned scheme of arrangement
under Part 26 of the Companies Act 2006
RESULTS OF THE COURT MEETING AND THE GENERAL MEETING
On 2 July 2026, the boards of directors of Capricorn, Genel and Bidco announced that they had reached agreement regarding the terms and conditions of a recommended cash offer by Bidco for Capricorn pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Capricorn (the "Acquisition"). The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").
Capricorn is pleased to announce that at the Court Meeting and General Meeting held earlier today in connection with the Acquisition:
- a majority in number of Scheme Shareholders present and voting (in person or by proxy), who together represented not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders, voted (in person or by proxy) to approve the Scheme at the Court Meeting; and
- the requisite majority of Capricorn Shareholders voted (in person or by proxy) to pass the Resolution to implement the Scheme, including the amendment to Capricorn's articles of association at the General Meeting.
Full details of the resolutions passed are set out in the notices of the Court Meeting and General Meeting contained in Part 10 and Part 11 (respectively) of the scheme document in relation to the Scheme published on 21 July 2026 (the "Scheme Document").
Capitalised terms used and not defined in this document have the meanings given to them in the Scheme Document. All references to times in this announcement are to times in London unless otherwise stated.
Voting results at the Court Meeting
- the requisite majority of Scheme Shareholders present and voting (in person or by proxy), being a majority in number of Scheme Shareholders present and voting (either in person or by proxy) voted in favour of the Scheme at the Court Meeting; and
- they represented not less than 75 per cent. in value of the Scheme Shares held by such Scheme Shareholders.
| FOR | 182 | 93.33% | 38,086,234 | 99.80% | 53.34% |
| AGAINST | 13 | 6.67% | 76,409 | 0.20% | 0.11% |
| TOTAL | 195 | 100.00% | 38,162,643 | 100.00% | 53.45% |
Notes: * Where a Scheme Shareholder cast some of their votes 'for' and some of their votes 'against' the resolution, they shall be counted as having voted 'for' the resolution if such shareholder casts more votes 'for' the resolution than 'against' the resolution and otherwise has been counted as voting against the resolution, for the purposes of determining the number and percentage of Scheme Shareholders who voted. ** All percentages have been rounded down to the nearest two decimal places.
Voting results at the General Meeting
The results of the votes at the General Meeting were as follows. Each Capricorn Shareholder present (in person or by proxy) was entitled to one vote per Capricorn Share held at the Voting Record Time:
| Resolution | VOTES FOR | %* | VOTES AGAINST | %* | VOTES TOTAL | % of ISC VOTED | VOTES WITHHELD** |
|---|---|---|---|---|---|---|---|
| Approval of the implementation of the Scheme, including the amendment of Capricorn 's Articles | 38,057,219 | 99.80% | 74,793 | 0.20% | 38,132.012 | 53.40% | 2,684 |
The total number of Capricorn Shares in issue at the Voting Record Time was 71,403,652.
Next steps and timetable
An expected timetable of principal events for the Scheme is set out in the Scheme Document. Completion of the Acquisition remains subject to the satisfaction (or, where applicable, waiver) of the remaining Conditions set out in the Scheme Document, including (i) the sanction of the Scheme by the Court at the Sanction Hearing (ii) the Egyptian Condition, and (iii) the Egyptian Merger Condition. Capricorn expects that, subject to the satisfaction (or, where applicable, waiver) of the Conditions, the Scheme will become Effective during the second half of 2026.
The dates and times given are indicative only and are based on Capricorn, Genel and Bidco's current expectations and may be subject to change. If any of the expected dates and/or times set out in the expected timetable change, then Capricorn (or Genel and Bidco, as applicable) will give adequate notice(s) of such changes in an announcement released through a Regulatory Information Service and by making such announcement available on Capricorn's website at https://www.capricornenergy.com/investors/ and on Bidco's website at https://genelenergy.com/offer/.
A copy of the Resolution passed at the General Meeting will be available for inspection on the Capricorn website at https://www.capricornenergy.com/investors/. The Resolution will be submitted to the National Storage Mechanism where it will be available at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
The Acquisition is made solely by means of the Scheme Document which, together with the Forms of Proxy, contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the resolutions proposed in connection with the Acquisition. Any vote, approval, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document.
This announcement has been prepared for the purpose of complying with Scots law, English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside Scotland or England and Wales. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.
Scheme process
In accordance with Section 5 of Appendix 7 to the City Code, Capricorn or Bidco (as applicable) will announce through a Regulatory Information Service key events in the Scheme process, including the date of the Sanction Hearing and that the Scheme has become Effective.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.