Response to Rule 2.8 announcements
Summary by AI BETAClose X
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO, OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION
FOR IMMEDIATE RELEASE
11 August 2026
Capricorn Energy PLC ("Capricorn" or "the Company")
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Response to Rule 2.8 announcements from Samos Energy Ltd ("Samos") and Alamadiyaf al-Masiyyah for Trading LLC ("Alamadiyaf al-Masiyyah") |
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The Board of Capricorn notes the announcements from Samos and Alamadiyaf al-Masiyyah that they do not intend to make an offer for Capricorn. As a result, both Samos and Alamadiyaf al-Masiyyah are bound by the restrictions set out in Rule 2.8 of the Takeover Code.
Reconfirmation of recommendation
The Board notes the announcements from Samos and Alamadiyaf al-Masiyyah, and confirms that it remains focused on delivering the recommended offer for the Company agreed with Genel Energy plc on 2 July 2026.
The Board continues to believe the offer from Genel provides Capricorn shareholders with an opportunity for immediate realisation of future value potential in cash at an attractive premium to the closing price per Capricorn Share of 266 pence on the Undisturbed Date, and therefore reiterates its recommendation that Capricorn shareholders vote in favour of the offer from Genel at the shareholder meetings due to take place on 18 August 2026.
The Capricorn Directors, who have been so advised by Canaccord Genuity as to the financial terms of the Acquisition, consider the terms of the Acquisition to be fair and reasonable. In providing its advice to Capricorn Directors, Canaccord Genuity has taken into account the commercial assessments of the Capricorn Directors. Canaccord Genuity is providing independent financial advice to the Capricorn Directors for the purposes of Rule 3 of the Code.
Accordingly, taking into account the factors set out in paragraph 3 of Part 1 of the Scheme Document, the Capricorn Directors continue to believe that the terms of the Acquisition (including the Scheme) are in the best interests of Capricorn Shareholders as a whole and unanimously recommend that all Scheme Shareholders vote in favour of the Scheme at the Court Meeting and that all Capricorn Shareholders vote in favour of the resolution to be proposed at the General Meeting.
It is important that, for the Court Meeting in particular, as many votes as possible are cast (whether in person or by proxy) in order for the Court to be satisfied that there is a fair representation of Scheme Shareholders' opinion. Scheme Shareholders and Capricorn Shareholders are therefore strongly urged to complete, sign and return their Forms of Proxy or to appoint a proxy electronically either through the share portal service or Proxymity or through CREST as soon as possible and, in any event, by no later than 12.00 p.m. on 14 August 2026 in respect of the Court Meeting and 12.15 p.m. on 14 August 2026 in respect of the General Meeting in accordance with the instructions set out in the Scheme Document and the Forms of Proxy. Instructions in relation to voting and the completion of the Forms of Proxy are included in the Scheme Document. Scheme Shareholders and Capricorn Shareholders are also strongly encouraged to appoint the Chair of the meeting as their proxy.
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the scheme document published by the Company in connection with the Acquisition on 21 July 2026.
Contact Information:
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Capricorn Energy plc Randy Neely, Chief Executive Officer Nathan Piper, Commercial Director
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+44 131 475 3000 |
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Canaccord Genuity Limited (Financial Adviser and Corporate Broker to Capricorn Energy plc) Henry Fitzgerald-O'Connor, George Grainger
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+44 20 7523 8000 |
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Moelis (Financial Adviser to Capricorn Energy plc) Chris Raff, Ali Hassen
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+44 207 634 3500 |
Disclaimer
Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for Capricorn Energy and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Capricorn Energy for providing the protections afforded to clients of Canaccord Genuity nor for providing advice in relation to the subject matter of this announcement. Neither Canaccord Genuity nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Canaccord Genuity in connection with this announcement, any statement contained herein or otherwise.
Moelis & Company UK LLP ("Moelis"), which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Capricorn Energy and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Capricorn Energy for providing the protections afforded to clients of Moelis, nor for providing advice in connection with the subject matter of this announcement. Neither Moelis nor any of its affiliates owes or accepts any duty, liability or responsibility whatsoever (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of Moelis in connection with this announcement, any statement contained herein or otherwise.
Dealing Disclosure Requirements of the Code
Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of any class of relevant securities of an offeree company or of any securities exchange offeror (being any offeror other than an offeror in respect of which it has been announced that its offer is, or is likely to be, solely in cash) must make an Opening Position Disclosure following the commencement of the offer period and, if later, following the announcement in which any securities exchange offeror is first identified. An Opening Position Disclosure must contain details of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm (London time) on the 10th business day following the commencement of the offer period and, if appropriate, by no later than 3.30 pm (London time) on the 10th business day following the announcement in which any securities exchange offeror is first identified. Relevant persons who deal in the relevant securities of the offeree company or of a securities exchange offeror prior to the deadline for making an Opening Position Disclosure must instead make a Dealing Disclosure.
Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1% or more of any class of relevant securities of the offeree company or of any securities exchange offeror must make a Dealing Disclosure if the person deals in any relevant securities of the offeree company or of any securities exchange offeror. A Dealing Disclosure must contain details of the dealing concerned and of the person's interests and short positions in, and rights to subscribe for, any relevant securities of each of (i) the offeree company and (ii) any securities exchange offeror(s), save to the extent that these details have previously been disclosed under Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London time) on the business day following the date of the relevant dealing.
If two or more persons act together pursuant to an agreement or understanding, whether formal or informal, to acquire or control an interest in relevant securities of an offeree company or a securities exchange offeror, they will be deemed to be a single person for the purpose of Rule 8.3.
Opening Position Disclosures must also be made by the offeree company and by any offeror and Dealing Disclosures must also be made by the offeree company, by any offeror and by any persons acting in concert with any of them (see Rules 8.1, 8.2 and 8.4).
Details of the offeree and offeror companies in respect of whose relevant securities Opening Position Disclosures and Dealing Disclosures must be made can be found in the Disclosure Table on the Takeover Panel's website at www.thetakeoverpanel.org.uk, including details of the number of relevant securities in issue, when the offer period commenced and when any offeror was first identified. You should contact the Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in any doubt as to whether you are required to make an Opening Position Disclosure or a Dealing Disclosure.
Publication on Website
A copy of this announcement will be made available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at https://www.capricornenergy.com no later than 12:00 noon (UK time) on the business day following the date of this announcement in accordance with Rule 26.1 of the Code. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
Rule 2.9 Disclosure
In accordance with Rule 2.9 of the Code, as at the close of business on 10 August 2026, Capricorn confirms that it had in issue 71,403,652 ordinary shares with par value of 799 / 122 pence per share, each carrying one vote. The International Securities Identification Number (ISIN) for Capricorn ordinary shares is GB00BNKT5L33. Capricorn's legal entity identifier is 213800ZJEUQ8ZOC9AL24.
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