Statement regarding possible offer for Capricorn

Capricorn Energy PLC

22 July 2026

 

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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO CERTAINTY THAT ANY FIRM OFFER WILL BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

FOR IMMEDIATE RELEASE

22 July 2026

Capricorn Energy PLC ("Capricorn" or "the Company")

Statement regarding possible offer for Capricorn

The Board of Capricorn notes the recent press speculation and confirms that it has received a proposal from Samos Energy ltd ("Samos") regarding a possible cash offer for the Company (the "Proposal"). The Proposal is at an offer price of 381 pence per share.

The Proposal is subject to due diligence and discussions with Samos are ongoing. There can be no certainty that an offer will be made for the Company, nor as to the terms of any such offer.

The Company also notes that Capricorn is currently subject to an offer from Genel Energy plc, as announced pursuant to Rule 2.7 of the Code on 2 July 2026.

Shareholders are advised to take no action. A further announcement will be made as and when appropriate.

Any offer for Capricorn is governed by the Code. In accordance with Paragraph 4(c) of Appendix 7 of the Code, the Panel Executive will announce the deadline by which Samos must clarify its intentions in relation to Capricorn.

For the purposes of Rule 2.5(a) of the Code, this announcement has been made without the consent of Samos.

Contact Information:

Capricorn Energy plc Randy Neely, Chief Executive Officer	[phone]
Canaccord Genuity Limited (Financial Adviser and Corporate Broker) Henry Fitzgerald-O'Connor, George Grainger	[phone]
Moelis (Financial Adviser to Capricorn Energy plc)                                              Chris Raff, Ali Hassen	[phone]

Inside Information

The information contained within this announcement is deemed by Capricorn Energy to constitute inside information as stipulated under the Market Abuse Regulation (EU) no. 596/2014 (as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018). On the publication of this announcement via a Regulatory Information Service, this inside information is now considered to be in the public domain.

The person responsible for the release of this announcement on behalf of Capricorn is Paul Ervine, Company Secretary.

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 [phone] 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 21 July 2026, Capricorn confirms that it had in issue 70,558,339 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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