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Termination of proposed Combination with Capricorn

Termination of proposed Combination with Capricorn.

articleTullow Oil PlcOctober 28, 20224/company/tullow-oil-plc/news/termination-of-proposed-combination-with-capricorn
Termination of proposed Combination with Capricorn

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[{"type":"text","content":"\n \n \n \n NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION\n \n \n \n \n  \n \n \n \n \n FOR IMMEDIATE RELEASE\n \n \n \n  \n \n \n 28 October 2022\n \n \n \n  \n \n \n \n  \n \n \n \n TULLOW OIL PLC\n \n \n \n \n Statement regarding the termination of the proposed Combination with Capricorn, cessation of the associated offer period, and withdrawal of the associated offer\n \n \n \n \n  \n \n \n \n The Board of Tullow Oil plc (\"\n \n Tullow\n \n \") notes the announcement released today by Capricorn Energy plc (\"\n \n Capricorn\n \n \") in connection with the previously announced proposed all-share combination of Tullow and Capricorn (the \"\n \n Combination\n \n \").  \n \n \n  \n \n \n On 29 September 2022, the Board of Capricorn announced that it had withdrawn its intention to recommend the Combination, and the Board of Tullow subsequently announced that it had no intention to increase the value of its offer for Capricorn or to elect to implement the Combination by way of a contractual offer.\n \n \n  \n \n \n The announcement released today by Capricorn confirms that Capricorn has provided its consent to the Panel on Takeovers and Mergers (the \"\n \n Panel\n \n \") to release Tullow from its obligations under the City Code on Takeovers and Mergers (the \"\n \n Code\n \n \") to proceed with the Combination.\n \n \n  \n \n \n Accordingly, the Board of Tullow confirms that it will no longer proceed with the Combination. The Panel has consented to the withdrawal of Tullow's associated offer and has confirmed to Tullow and Capricorn that:\n \n \n  \n \n \n (i)  Tullow is released from its obligations under Rule 2.7(b) and Rule 24.1 of the Code to proceed with the Combination;\n \n \n (ii)  the offer period in relation to the Combination (for the purposes of the Code) has ceased to apply; and\n \n \n (iii)  Tullow is subject to the restrictions set out in Rule 35.1 of the Code and is prohibited from, amongst other things, making any offer for Capricorn for a period of 12 months from the date of this announcement.  However, Tullow reserves the right to set aside the restrictions under...

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