Update on Recommended Cash Acquisition by Genel
Capricorn Energy plc has provided an update on the recommended cash acquisition by Genel Energy No.9 Limited (Bidco), a subsidiary of Genel Energy plc. Following a competing offer from DNO Bidco AS, Bidco increased its proposal, which the Capricorn Board has recommended. The resolutions for the original Genel Offer were overwhelmingly approved by Capricorn shareholders, and no further meetings are required for the increased offer. The Egyptian Merger Condition has been satisfied, and progress is being made on the remaining Egyptian Condition, with satisfaction expected in the fourth quarter of 2026, enabling the Scheme to become Effective.
Select text to share a quote on X · sign in to keep highlights & notes in your CNE notes
RECOMMENDED CASH ACQUISITION
by
(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
UPDATE
On 2 July 2026, the board of directors of each of Genel Energy No.9 Limited (Bidco) and the Company announced that they had reached agreement on the terms of a recommended acquisition by Bidco of the entire issued and to be issued share capital of the Company (the Genel Offer). Following the announcement of a competing offer for the Company by DNO Bidco AS on 1 September 2026 (as revised on 17 September 2026) (the DNO Offer), Genel approached the Company with an increased proposal and on 25 September 2026, an announcement was made regarding an increased offer from Bidco to acquire the entire issued and to be issued share capital of the Company (the Increased Genel Offer) which has been recommended by the Capricorn Board. On 28 September 2026, DNO ASA and DNO Bidco AS released an announcement stating that the terms of the DNO Offer were final and would not be increased. DNO also confirmed that it would not elect to implement its offer by means of a contractual offer.
Capitalised terms used and not defined in this document have the meanings given to them in the scheme document published by the Company in connection with the Genel Offer on 21 July 2026 (the Scheme Document).
Update on Court Meeting and General Meeting
The resolutions proposed at the Court Meeting and General Meeting held on 18 August 2026 to approve the Genel Offer received the support of in excess of 99 per cent. of the Capricorn Shares voted (whether in person or by proxy).
The Company confirms that it is not required to convene a further Court Meeting or General Meeting in relation to the Increased Genel Offer. Further updates in relation to the timetable for the Acquisition will be provided in due course, including by way of a supplementary letter to Capricorn Shareholders.
Update on Genel and Bidco Regulatory Conditions
As previously announced by Genel and Bidco, the Egyptian Merger Condition has been satisfied, leaving the Egyptian Condition as the only outstanding regulatory condition. Significant progress has already been made towards satisfying the Egyptian Condition and Capricorn (in co-operation with Genel and Bidco) continues to engage in constructive discussions with the Egyptian Government. In light of this positive engagement, Genel and Bidco continue to expect that the Egyptian Condition will be satisfied in such time as to enable the Scheme to become Effective during the fourth quarter of 2026.
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.
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 that the Scheme has become Effective.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.