Termination of Tullow Combination
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 SUCH JURISDICTION
FOR IMMEDIATE RELEASE
28 October 2022
Capricorn Energy plc ("Capricorn" or the "Company")
Termination of Tullow Combination
On 29 September 2022 Capricorn and NewMed Energy Limited Partnership (" NewMed ") announced a proposed combination (the " NewMed Combination "). In that announcement the board of directors of Capricorn (the " Capricorn Board ") confirmed that it intends to recommend unanimously that Capricorn shareholders vote in favour of the resolutions to be proposed by Capricorn at the shareholder meeting to be held to approve the NewMed Combination. The Capricorn Board also unanimously withdrew its intention to recommend the proposed all share combination with Tullow Oil plc ("Tullow") (the "Tullow Combination").
On 29 September 2022, Tullow announced that it had determined not to increase the value of its offer for Capricorn or to elect to implement its offer by way of a contractual offer. The Co-operation Agreement dated 1 June 2022 between Tullow and Capricorn has also since been terminated.
The Capricorn Board has determined not to proceed with the scheme of arrangement required to implement the Tullow Combination or to convene any Capricorn shareholder meeting for the purposes of considering the Tullow Combination. Accordingly, the Capricorn Board has provided its consent to the Panel on Takeovers and Mergers (the " Panel ") to release Tullow from its obligation under Rule 2.7(b) and Rule 24.1 of the City Code on Takeovers and Mergers (the " Code ") to proceed with the Tullow Combination.
As a result, the Panel has confirmed to Capricorn and Tullow that:
(i) Tullow is released from its obligation under Rule 2.7(b) and Rule 24.1 of the Code to proceed with the Tullow Combination;
(ii) Capricorn is no longer in an offer period for the purposes of the Code; and
(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 without the consent of the Panel for a period of 12 months.
Enquiries:
Capricorn
Analysts/Investors
David Nisbet, Corporate Affairs +44 (0)131 475 3000
Media
Jonathan Milne / Linda Bain, Corporate Affairs +44 (0)131 475 3000
Patrick Handley / David Litterick, Brunswick Group LLP +44 (0)20 7404 5959
Rothschild & Co (Sole Sponsor and Financial Adviser to Capricorn) +44 (0)20 7280 5000
James McEwen
Murray Yuill
Alice Squires
Goldman Sachs (Financial Adviser to Capricorn) +44 (0)20 7774 1000
Chris Pilot
Chris Emmerson
Bertie Whitehead
Morgan Stanley (Financial Adviser and Corporate Broker to Capricorn) +44 (0)20 7425 8000
Andrew Foster
Anthony Zammit
Matthew Ball
Slaughter and May and Shepherd and Wedderburn LLP are acting as legal advisers to Capricorn in connection with the matters set out in this announcement.
Important Notices relating to the Financial Advisers
Rothschild & Co, which is authorised and regulated by the FCA in the United Kingdom, is acting exclusively for Capricorn and no one else in connection with the matters described in this announcement and will not be responsible to anyone other than Capricorn for providing the protections afforded to clients of Rothschild & Co nor for providing advice in connection with any matter referred to herein. Neither Rothschild & Co nor any of its affiliates (nor their respective directors, officers, employees or agents) 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 Rothschild & Co in connection with this announcement, any statement contained herein or otherwise. No representation or warranty, express or implied, is made by Rothschild & Co as to the contents of this announcement.
Goldman Sachs, which is authorised by the PRA and regulated by the FCA and the PRA in the United Kingdom, is acting exclusively for Capricorn and no one else in connection with the matters set out in this announcement and will not be responsible to anyone other than Capricorn for providing the protections afforded to clients of nor for providing advice in connection with the contents of this announcement or any other matter referred to herein.
Morgan Stanley, which is authorised by PRA and regulated by the FCA and PRA in the United Kingdom, is acting for Capricorn and no-one else in connection with the matters described in this announcement and will not be responsible to anyone other than Capricorn for providing the protections afforded to clients of Morgan Stanley nor for providing advice in relation to the matters described in this announcement. Neither Morgan Stanley nor any of its subsidiaries, branches or 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 Morgan Stanley 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, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Capricorn who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Capricorn who are not resident in the United Kingdom should inform themselves about, and observe any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
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