Publication and Posting of Supplementary Letter
Capricorn Energy plc has announced a supplementary letter regarding the increased recommended cash acquisition by Bidco, a subsidiary of Genel Energy plc. Capricorn shareholders are informed that no further shareholder meetings are required for the acquisition, and therefore no voting action is necessary. The Egyptian Merger Condition has been satisfied, with the Egyptian Condition being the sole outstanding regulatory hurdle, and progress is being made in discussions with the Egyptian Government. Both parties anticipate the Egyptian Condition will be met in the fourth quarter of 2026, allowing the scheme to become effective. Separately, Capricorn intends to indefinitely adjourn court and general meetings related to the DNO Offer, advising shareholders to take no action regarding that offer.
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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
PUBLICATION AND POSTING OF SUPPLEMENTARY LETTER
Further to the announcement made on 25 September 2026 regarding an increased offer from Bidco to acquire the entire issued and to be issued share capital of Capricorn (the "Increased Genel Offer"), Capricorn announces that a letter providing an update as to the status of the Acquisition (the "Supplementary Letter") is today being posted or made available by Capricorn to Capricorn Shareholders and, for information only, to holders of awards under the Capricorn Share Plans and persons with information rights.
Capricorn has confirmed that it is not required by the Court of Session to convene any further shareholder meetings in connection with the Acquisition. Accordingly, Capricorn Shareholders are not required to take any voting action in respect of the Increased Genel Offer.
The Supplementary Letter will be made available (subject to any applicable restrictions relating to persons in, or resident in, Restricted Jurisdictions) for inspection free of charge on Capricorn's website at https://www.capricornenergy.com/investors/ and on Bidco's website at https://genelenergy.com/offer/ no later than 12 noon on the Business Day following this announcement and will be available up to and including the end of the Offer Period. The contents of these websites are not incorporated into, and do not form part of, this announcement.
A copy of the Supplementary Letter has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the scheme document published by Capricorn on 21 July 2026 in connection with Genel’s offer (the "Scheme Document").
Expected timetable of principal events
An expected timetable of principal events for the Scheme is set out in the Scheme Document. 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.
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. Capricorn will make further announcements as appropriate with such announcements being available on Capricorn's website at https://www.capricornenergy.com/investors/ and on Bidco's website at https://genelenergy.com/offer/.
DNO Offer Meetings
Although the DNO Offer has not lapsed, in light of the Increased Genel Offer, the Capricorn Directors intend to adjourn the court meeting and the general meeting in connection with the DNO Offer convened for 1.00 p.m. and 1.15 p.m., respectively, on 16 October 2026 indefinitely. A further announcement will be made by Capricorn in this regard in due course. The Capricorn Board continues to recommend that Capricorn Shareholders take no further action in relation to the DNO Offer.
The Acquisition is made solely by means of the Scheme Document which, together with the Supplementary Letter and 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 English law, Scots 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 England and Wales, and Scotland. The Acquisition will be subject to the applicable requirements of the Code, the Panel, the London Stock Exchange and the Financial Conduct Authority.
This announcement and the Supplementary Letter do not constitute a prospectus or prospectus exempted 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 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.