Statement of intention not to make an offer
Summary by AI BETAClose X
OT 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 SUCH JURISDICTION.
THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE").
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
FOR IMMEDIATE RELEASE
11 August 2026
Statement by Samos Energy Limited ("Samos Energy") of intention not to make an offer for Capricorn Energy PLC ("Capricorn")
Samos Energy notes the announcement made by Capricorn on 22 July 2026 regarding a possible offer for Capricorn by Samos Energy. Pursuant to Section 4 of Appendix 7 of the City Code on Takeovers and Mergers (the "Code"), Samos Energy was required, by not later than 5.00 p.m. (London time) on 11 August 2026, to either announce a firm intention to make an offer for Capricorn Energy plc ("Capricorn") in accordance with Rule 2.7 of the Code, or to announce that it does not intend to make an offer.
Samos Energy confirms that it does not intend to make an offer to acquire Capricorn. This is a statement to which Rule 2.8 of the Code applies. Accordingly, except with the consent of the Panel on Takeovers and Mergers (the "Takeover Panel"), Samos Energy, and any person acting in concert with Samos Energy, is bound by the restrictions under Rule 2.8 of the Code.
Under Note 2 on Rule 2.8 of the Code, Samos Energy, and any person acting in concert with Samos Energy, reserves the right to set aside the restrictions in Rule 2.8 of the Code and announce an offer or possible offer for Capricorn, or make or participate in an offer or possible offer for Capricorn, and/or take any other action otherwise precluded under Rule 2.8 of the Code within six months of the date of this announcement in the following circumstances:
(i) in the event that the offer by Genel is withdrawn or lapses, with the agreement of the board of Capricorn;
(ii) if a third party announces a firm intention to make an offer for Capricorn;
(iii) following the announcement by Capricorn of a Rule 9 waiver proposal (as described in Note 1 of the Notes on Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and/or
(iv) if there has been a material change of circumstances (as determined by the Takeover Panel).
Samos Energy also reserves the right to acquire shares of Capricorn, subject to, and in accordance with, the Code and other applicable regulations.
Enquiries:
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Samos Energy Limited |
Tel: +44(0)77 1745 5933 |
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Charles Furness-Smith |
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Lazard & Co., Limited |
Tel: +44 (0)20 7187 2000 |
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Financial adviser to Samos Energy |
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Spiro Youakim |
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About Samos Energy Limited
Samos Energy Limited is a special situations investor in traditional energy assets, pursuing direct asset acquisitions and flexible financings across the energy system. Samos Energy targets transactions ranging from $50 million to $500 million across most regions, with a particular focus on established upstream energy basins in Africa, Asia, and South America. Samos Energy operates a disciplined, buy-and-hold investment approach underpinned by highly experienced technical, engineering, legal and financial teams. Samos Energy's existing portfolio includes floating upstream energy infrastructure assets operated in Southeast Asia.
Important Notice
Lazard & Co., Limited ("Lazard"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as financial adviser to Samos Energy and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Samos Energy for providing the protections afforded to clients of Lazard nor for providing advice in relation to the matters set out in this announcement. Neither Lazard 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 Lazard in connection with this announcement, any statement contained herein or otherwise.
Additional information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities whether pursuant to this announcement or otherwise.
The distribution of this announcement in jurisdictions outside the United Kingdom may be restricted by law and therefore persons into whose possession this announcement comes should inform themselves about and observe such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
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