Business
Recommended cash acquisition of Capricorn by Genel
Genel Energy plc, through its subsidiary Bidco, has announced a recommended cash acquisition of Capricorn Energy plc for US$4.74 per share, comprising US$3.75 in cash and a US$0.99 special dividend, valuing Capricorn at approximately US$360 million. This offer represents a significant premium to Capricorn's recent share prices. The acquisition, to be effected by a scheme of arrangement, is expected to close in the second half of 2026 and is conditional on shareholder approval and regulatory clearances, including from the Egyptian government. The combined entity aims to create a larger, more diversified MENA-focused exploration and production company. Disclaimer*
About this update from Capricorn Energy Plc
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, IN, INTO OR FROM CANADA, AUSTRALIA, JAPAN OR ANY OTHER JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH JURISDICTION THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR IMMEDIATE RELEASE 2 July 2026 RECOMMENDED CASH ACQUISITION of Capricorn Energy plc ("Capricorn") by Genel Energy No.9 Limited ("Bidco") (a company indirectly owned by Genel Energy plc ("Genel")) to be effected by means of a scheme of arrangement under Part 26 of the Companies Act 2006 Summary · The boards of Genel, Bidco and Capricorn are pleased to announce that they have reached agreement on the terms of a recommended cash acquisition of the entire issued and to be issued ordinary share capital of Capricorn by Bidco (the "Acquisition"). The Acquisition is to be effected by means of a Scottish scheme of arrangement under Part 26 of the Companies Act (the "Scheme"). · Under the terms of the Acquisition, each Capricorn Shareholder shall be entitled to receive, in aggregate: US$4.74 in cash for each Capricorn Share held (the "Acquisition Value"). · The Acquisition Value comprises, for each Capricorn Share: · US$3.75 in cash (the "Acquisition Price"); and · a special dividend of US$0.99, which is intended and expected to be declared prior to the Effective Date (the "Permitted Dividend"). · The Sterling equivalent value of the Acquisition Value, being 357 pence per Capricorn Share based on the Announcement Exchange Rate, represents a premium of approximately: · 34 per cent. to the closing price per Capricorn Share of 266 pence on 10 March 2026 (being the day prior to the start of the Offer Period (the "Undisturbed Date")); and · 48 per cent. to the volume weighted average price per Capricorn Share of 241 pence during the three-month period ended on the Undisturbed Date. · ...
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