DJ Genel Energy PLC: RECOMMENDED CASH ACQUISITION of Capricorn Energy plc by Genel Energy No.9 Limited
Genel Energy PLC (GENL)
Genel Energy PLC: RECOMMENDED CASH ACQUISITION of Capricorn Energy plc by Genel Energy No.9 Limited
02-Jul-2026 / 07:00 GMT/BST
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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:
USUSD4.74 in cash for each Capricorn Share held (the "Acquisition Value").
-- The Acquisition Value comprises, for each Capricorn Share:
-- USUSD3.75 in cash (the "Acquisition Price"); and
-- a special dividend of USUSD0.99, 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.
-- The Acquisition Value (assuming the Permitted Dividend is declared and paid in full) implies a value for
the entire issued and to be issued ordinary share capital of Capricorn of approximately USUSD360 million on a fully
diluted basis, which is equivalent to GBP271 million based on the Announcement Exchange Rate.
-- The Acquisition Price payable under the Acquisition is expressed in USUSD. The USUSD denominated Acquisition
Price reflects the underlying characteristics of Capricorn's business activities, which are largely denominated in
USUSD.
-- A facility will be made available under which Capricorn Shareholders will be able to elect (subject to
the terms and conditions of such facility) to receive the cash consideration payable in connection with the
Acquisition Price in Sterling (after, if applicable, deduction of any transaction or dealing costs (including any
taxes) associated with the currency conversion) at the applicable market exchange rate at which the conversion
takes place (the "Foreign Exchange Facility"). The applicable market exchange rate will be fixed on the latest
practicable date prior to the relevant payment date. The amount received by any Capricorn Shareholder validly
electing to be paid their cash consideration payable in connection with the Acquisition Price in Sterling may
therefore be below or above 282 pence per Capricorn Share depending on the applicable market exchange rate that is
applied and the deduction of any transaction or dealing costs (including any taxes) associated with the currency
conversion. Further details of the Foreign Exchange Facility and the election to be made by Capricorn Shareholders
who wish to receive their cash consideration payable in connection with the Acquisition Price in Sterling using the
Foreign Exchange Facility will be set out in the Scheme Document and the applicable Form(s) of Election.
Permitted Dividend
-- As part of the Acquisition, the boards of Genel, Bidco and Capricorn have agreed to the declaration and
payment of the Permitted Dividend. The Permitted Dividend is intended and expected to be declared by the Capricorn
Board prior to the Effective Date, and will only be payable if the Scheme becomes Effective (or, if the Acquisition
is implemented by way of a Takeover Offer and continues to be recommended by the Capricorn Board, the Takeover
Offer becomes or is declared unconditional) to Capricorn Shareholders on the register of members at the Scheme
Record Time (or, if the Acquisition is implemented by way of a Takeover Offer and continues to be recommended by
the Capricorn Board, on the register of members on the date on which the Takeover Offer becomes or is declared
unconditional).
-- Capricorn Shareholders will note that the quantum of the Permitted Dividend represents an aggregate
payment to shareholders of approximately USD75 million. Although subject at the relevant time to compliance with
applicable statutory requirements, the Capricorn Board has concluded, based on analysis carried out prior to the
date of this announcement, that in all reasonable circumstances Capricorn will have available to it sufficient cash
resources to pay the Permitted Dividend in full.
-- However, Capricorn Shareholders should note that the ability of the Capricorn Board lawfully to declare
and pay the Permitted Dividend is subject to various factors outside their control and events may occur that result
in the Capricorn Board concluding that it is no longer able to declare and pay the Permitted Dividend in full. If
certain circumstances as set out in further detail in paragraph 13 of this announcement were to occur, the
Capricorn Directors would consider all options available to them, including whether it is in the best interests of
Capricorn Shareholders to continue to implement the Scheme, which may result in the Scheme not becoming Effective.
If, whether as a result of the Permitted Dividend not being paid in full or otherwise, the Acquisition does not
become Effective, the Permitted Dividend will not be paid.
-- Genel, Bidco and Capricorn have agreed that the Capricorn Board may declare and pay the Permitted
Dividend without any reduction to the Acquisition Price. If, on or after the date of this announcement and prior to
the Effective Date, any dividend, distribution, or other return of value or excess is declared, made, or paid or
becomes payable by Capricorn (other than, or in excess of the amount of, the Permitted Dividend), Bidco reserves
the right to reduce the Acquisition Price payable under the terms of the Acquisition for the Capricorn Shares by an
amount equal to the amount of any such dividend, distribution or other return of value or excess. In such
circumstances, the Capricorn Shareholders shall be entitled to retain any such dividend, distribution, or other
return of value declared, made, or paid.
-- If declared, the Permitted Dividend will be paid to Capricorn Shareholders in Sterling, with the amount
paid to Capricorn Shareholders being the Sterling equivalent of USUSD0.99 per Capricorn Share based on the prevailing
exchange rate on the latest practicable date for fixing such rate prior to the relevant payment date.
-- If declared, the Permitted Dividend will be paid not more than 14 days after the Effective Date and in
the manner to be specified in the Scheme Document. Further details are set out in paragraph 13 of this
announcement.
Timetable and conditions
-- It is intended that the Acquisition shall be effected by means of a Scottish Court-approved scheme of
arrangement between Capricorn and Capricorn Shareholders under Part 26 of the Companies Act although Bidco reserves
the right to implement the Acquisition by means of a Takeover Offer (subject to Panel consent and the terms of the
Co-operation Agreement).
-- The Acquisition is conditional on the approval of Capricorn Shareholders and subject to the further
Conditions and terms set out in Appendix I to this announcement (which shall be set out in full in the Scheme
Document).
-- The Acquisition shall be put to Capricorn Shareholders at the Court Meeting and at the General Meeting.
In order to become Effective, the Scheme must be approved by a majority in number of the Capricorn Shareholders
voting at the Court Meeting, either in person or by proxy, representing at least 75 per cent. in value of the
Capricorn Shares voted. In addition, a special resolution implementing the Scheme must be passed by Capricorn
Shareholders representing at least 75 per cent. of votes cast at the General Meeting.
-- The Scheme Document, containing further information about the Acquisition and notices of the Court
Meeting and the General Meeting, shall be published within 28 days of the date of this announcement.
-- Consistent with Genel's approach to constructive, collaborative and respectful stakeholder relationships,
Bidco and Genel (in co-operation with Capricorn) have already initiated discussions with the Egyptian Government to
emphasise Bidco and Genel's commitment to Egypt and to developing a good working relationship with the Egyptian
Government. In the context of the importance of developing a good working relationship with the Egyptian
Government, Genel and Bidco will be seeking the consent of EGPC to the Acquisition. Notwithstanding the positive
engagement with the Egyptian Government to date, Capricorn Shareholders' attention is specifically drawn to the
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