Genel Energy PLC: PUBLICATION AND POSTING OF SCHEME DOCUMENT
Genel Energy PLC (GENL) 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 21 July 2026 RECOMMENDED CASH ACQUISITION of Capricorn Energy plc (“Capricorn”) Genel Energy No.9 Limited (“Bidco”) to be effected by means of a Court-sanctioned scheme of arrangement PUBLICATION AND POSTING OF SCHEME DOCUMENT On 2 July 2026, the boards of directors of Capricorn, Genel and Bidco announced that they had reached agreement regarding the terms and conditions of a recommended cash offer by Bidco for Capricorn pursuant to which Bidco will acquire the entire issued and to be issued ordinary share capital of Capricorn (the “Acquisition”). The Acquisition is to be effected by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”). Under the terms of the Acquisition, each Capricorn Shareholder shall be entitled to receive, in aggregate:
The Acquisition Value comprises, for each Capricorn Share:
Capitalised terms used in this announcement shall, unless otherwise defined, have the same meanings as set out in the Scheme Document (as defined below). Publication of the Scheme Document The Capricorn Directors are pleased to announce the publication of the scheme document in relation to the Acquisition (the “Scheme Document”) which, together with the associated Forms of Proxy and Form of Election, is today being posted by Capricorn to Capricorn Shareholders and, for information only, to holders of awards under the Capricorn Share Plans and persons with information rights. The Scheme Document contains, amongst other things, a letter from the Chair of Capricorn, the full terms and conditions of the Scheme, the Scheme, an explanatory statement pursuant to section 897 of the Companies Act 2006, an expected timetable of principal events, notices of the Court Meeting and the General Meeting, and details of the actions to be taken by Scheme Shareholders entitled to vote at the Court Meeting and Capricorn Shareholders entitled to vote at the General Meeting in relation to the Acquisition. The Scheme Document will be made available (subject to any applicable restrictions relating to persons in, or resident in, Restricted Jurisdictions) for inspection free of charge, on Capricorn's website at https://www.capricornenergy.com/investors/and on Bidco's website at https://genelenergy.com/offer/ no later than 12 noon on the Business Day following the publication of the Scheme Document and will be available up to and including the end of the Offer Period. The contents of these websites are not incorporated into, and do not form part of, this announcement. A copy of the Scheme Document has been submitted to the National Storage Mechanism and will shortly be available for inspection at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism. Hard copies of the Scheme Document (or depending on Capricorn Shareholders’ communication preferences, a letter or email giving details of the websites where the Scheme Document may be accessed) and Forms of Proxy for the Court Meeting and the General Meeting are being sent to Capricorn Shareholders. If not already receiving hard copy documents, Capricorn Shareholders may request a hard copy of the Scheme Document by contacting Capricorn's registrar, Equiniti, by writing to them at Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 6DA or by calling them on +44 (0) 330 123 0027 during business hours (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales)). Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Equiniti cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes. The Court Meeting and General Meeting The Court Meeting and the General Meeting are to be held at the offices of Ashurst Perkins Coie UK LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW on 18 August 2026. The Court Meeting is scheduled to commence at 12.00 p.m. and the General Meeting is scheduled to commence at 12.15 p.m. (or as soon thereafter as the Court Meeting has concluded, been adjourned or postponed). Notices of the Court Meeting and the General Meeting are set out in Parts 10 and 11, respectively, of the Scheme Document. Action required As further described in the Scheme Document, before the Court is asked to sanction the Scheme and in order for the Scheme to become Effective, the Scheme will require: (i) the approval of a majority in number representing 75 per cent. or more in value of votes cast by Scheme Shareholders present or represented and voting either in person or by proxy at the Court Meeting (or any adjournment thereof), which has been convened by an order of the Court; and (ii) the passing of the Resolution by the requisite majority of Capricorn Shareholders at the General Meeting (or any adjournment thereof). The Scheme is also subject to the satisfaction or (where applicable) waiver of the Conditions and further terms that are set out in the Scheme Document. Any changes to the arrangements for the Court Meeting and the General Meeting will be communicated to the Scheme Shareholders and the Capricorn Shareholders before the relevant Meetings, by an announcement through a Regulatory Information Service. 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. A Foreign Exchange Facility is being made available to Scheme Shareholders pursuant to which they will be able to elect, subject to the terms and conditions of the facility, by making a valid Currency Election, to receive the Acquisition Price payable pursuant to the Scheme in Sterling rather than in US dollars in respect of all (but not part) of their holding of Scheme Shares. Where a Scheme Shareholder has made a valid Currency Election, that Scheme Shareholder will receive the Acquisition Price payable pursuant to the Scheme in Sterling (after, if applicable, deduction of any transaction or dealing costs (including any taxes) associated with the currency conversion) in respect of all (but not part) of their holding of Scheme Shares at the Prevailing Market Exchange Rate. Unless they make a valid Currency Election, each Scheme Shareholder who holds Scheme Shares in certificated or uncertificated form at the Scheme Record Time will receive the Acquisition Price payable pursuant to the Scheme in US dollars. If the Scheme Shareholder wishes to receive the cash consideration pursuant to the Acquisition Price in US dollars for all of the Scheme Shares that they hold at the Scheme Record Time, they SHOULD NOT make a Currency Election. Further information on making a Currency Election is contained in Part 8 (Notes on making a GBP Currency Election) of the Scheme Document. Expected timetable of principal events An expected timetable of principal events for the Scheme is set out in the Scheme Document and is also reproduced in the appendix to this announcement. Subject to obtaining the requisite approval of Scheme Shareholders at the Court Meeting and of Capricorn Shareholders at the General Meeting, the satisfaction or waiver (if capable of waiver) of the other Conditions set out in the Scheme Document and the sanction of the Scheme by the Court at the Sanction Hearing, the Scheme is currently expected to become Effective during the second half of 2026 (taking into account the expected timelines to satisfy the Regulatory Conditions listed in paragraphs 3.1 and 3.2 of Part 4 of the Scheme Document). Capricorn will make further announcements as appropriate with such announcements being available on Capricorn's website at https://www.capricornenergy.com/investors/ and on Bidco's website at https://genelenergy.com/offer/. The dates and times given are indicative only and are based on Capricorn's and Bidco’s current expectations and may be subject to change. If any of the expected dates and/or times set out in the expected timetable change, then Capricorn (or Bidco, as applicable) will give notice(s) of such changes in an announcement released through a Regulatory Information Service and by making such announcement available on Capricorn's website at https://www.capricornenergy.com/investors/and on Bidco's website at https://genelenergy.com/offer/. Prior to the Scheme becoming Effective, it is intended that applications will be made to the London Stock Exchange to cancel the admission to trading in Capricorn Shares on the Main Market, and to the Financial Conduct Authority to cancel the admission of the Capricorn Shares to the Official List, in each case with effect from or shortly following the Effective Date and that steps will be taken to re-register Capricorn as a private limited company. The last day of dealings in Capricorn Shares on the London Stock Exchange’s Main Market is expected to be the Business Day immediately prior to the Effective Date and no transfers shall be registered after 6.00 p.m. on that date. Recommendation The Capricorn Directors, who have been so advised byCanaccord 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 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 (or, in the event that the Acquisition is implemented by way of a Takeover Offer, to accept or procure acceptance of the Takeover Offer), as the Capricorn Directors who hold or are beneficially entitled to Capricorn Shares have undertaken to do in respect of their own beneficial holdings of Capricorn Shares. Capricorn Shareholders should read carefully the whole of the Scheme Document (including any documents incorporated into the Scheme Document by reference), together with the accompanying Forms of Proxy, before deciding whether or not to vote, or procure a vote, in favour of the Scheme at the Court Meeting and the Resolution at the General Meeting. Each of these documents contains important information relating to the Acquisition. Any vote or decision in respect of, or other response to, the Acquisition or the Scheme (as applicable) should only be made on the basis of the information contained in the Scheme Document. Helpline If you have any questions about this announcement, the Scheme Document, the Court Meeting or the General Meeting, or are in any doubt as to how to complete and return the Forms of Proxy or Form of Election, please contact Capricorn's registrar, Equiniti, by writing to them at Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 6DA or by calling them on +44 (0) 330 123 0027 during business hours (lines are open from 8.30 a.m. to 5.30 p.m., Monday to Friday (excluding public holidays in England and Wales)). Calls are charged at the standard geographical rate and will vary by provider. Calls outside the United Kingdom will be charged at the applicable international rate. Please note that Equiniti cannot provide any financial, legal or tax advice. Calls may be recorded and monitored for security and training purposes.
APPENDIX Expected timetable of principal events
Notes: (1)It is requested that BLUE Forms of Proxy or CREST Proxy Instructions in respect of the Court Meeting be lodged at least 48 hours prior to the time appointed for the Court Meeting (excluding any part of such 48 hour period falling on a non-working day) or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned Court Meeting (excluding any part of such 48 hour period falling on a non-working day). BLUE Forms of Proxy that are not so lodged may be handed to the Chair of the Court Meeting or a representative of the Company's registrar, Equiniti, at the Court Meeting venue before the start of the Court Meeting. (2)WHITE Forms of Proxy or CREST Proxy Instructions in respect of the General Meeting must be lodged at least 48 hours prior to the time appointed for the General Meeting (excluding any part of such 48 hour period falling on a non-working day) or, in the case of any adjournment, not later than 48 hours before the time fixed for the holding of the adjourned General Meeting (excluding any part of such 48 hour period falling on a non-working day). WHITE Forms of Proxy that are not so lodged may NOT be handed to the Chair of the General Meeting or a representative of the Company's registrar, Equiniti, before the start of or at the General Meeting. (3)If either the Court Meeting or the General Meeting is adjourned, the Voting Record Time for the relevant adjourned Meeting will be 6.30 p.m. on the day which is two Business Days before the date set for such adjourned Meeting and only Scheme Shareholders (in the case of the Court Meeting) and Capricorn Shareholders (in the case of the General Meeting) on the register of members at such time shall be entitled to attend and vote at the relevant Meeting(s). (4)Or as soon thereafter as the Court Meeting shall have been concluded or been adjourned. (5)The Election Return Time in respect of a Currency Election will be 1:00 p.m. on the Business Day following the date of the Sanction Hearing. Once the date of the Sanction Hearing is set and the expected Effective Date is known, the Company will announce the Election Return Time via a Regulatory Information Service not later than 10 Business Days before the Election Return Time (with such announcement being made available on Capricorn's website at https://www.capricornenergy.com/investors/). (6)Capricorn Shares will be disabled in CREST from 6.00 p.m. on such date. (7)The Scheme shall become Effective as soon as a copy of the Court Order has been delivered to the Registrar of Companies for registration. This may occur prior to the suspension of trading in Capricorn Shares. The events which are stated as occurring on subsequent dates are conditional on the Effective Date and operate by reference to that date. (8)The latest date for settlement of the consideration in respect of any Sanctions Affected Shares will be no later than 14 days after the relevant Release Date. The Release Date is defined in Part 9 of the Scheme Document and refers to the date on which any applicable sanctions are lifted in respect of the relevant Scheme Shares. (9)The Permitted Dividend will be paid within 14 days of the date of the Scheme Record Time via CREST to uncertificated shareholders or if certificated, either a standing electronic payment mandated with the Company's Registrar, Equiniti for the purpose of receiving dividend payments or a despatch of cheques (as applicable). (10)This is the latest date by which the Scheme may become Effective unless Capricorn and Bidco agree a later date (with the Panel's consent and as the Court may approve (if such approval(s) are required)). Important notices PJT Partners, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Bidco and Genel and no one else in connection with the Acquisition and will not be responsible to anyone other than Bidco and Genel for providing the protections afforded to clients of PJT Partners nor for providing advice in connection with the Acquisition. Neither PJT Partners nor any of its subsidiaries, branches or affiliates nor any of their respective directors, officers, employees, agents or representatives owes or accepts any duty, liability or responsibility (whether direct or indirect, whether in contract, in tort, under statute or otherwise) to any person who is not a client of PJT Partners in connection with the Acquisition, any statement contained herein or otherwise. Canaccord Genuity, which is authorised and regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser and Rule 3 adviser to Capricorn and no one else in connection with the Acquisition and will not be responsible to anyone other than Capricorn for providing the protections afforded to clients of Canaccord Genuity nor for providing advice in relation to the Acquisition or any other matters referred to in 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, which is regulated by the Financial Conduct Authority in the United Kingdom, is acting exclusively as financial adviser to Capricorn and no one else in connection with the Acquisition and other matters set out in this announcement and will not be responsible to anyone other than Capricorn for providing the protections afforded to clients of Moelis, or for providing advice in connection with the Acquisition or any matter referred to herein. 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. Further information This announcement is for information purposes only and is not intended to and does not constitute, or form part of, an offer to sell or an invitation to purchase any securities or the solicitation of an offer to buy, otherwise acquire, subscribe for, sell or otherwise dispose of any securities, pursuant to the Acquisition or otherwise, nor shall there be any purchase, sale, issuance or exchange of securities or such solicitation in any jurisdiction in which such offer, invitation, solicitation, purchase, sale, issuance or exchange is unlawful. The Acquisition is made solely by means of the Scheme Document which, together with the Forms of Proxy, contains the full terms and conditions of the Acquisition, including details of how to vote in respect of the resolutions proposed in connection with the Acquisition. Any vote, approval, decision in respect of, or other response to, the Acquisition should be made only on the basis of the information contained in the Scheme Document. The statements contained in this announcement are made as at the date of this announcement, unless some other time is specified in relation to them, and the release of this announcement shall not give rise to any implication that there has been no change in the facts set out in this announcement since such date. This announcement has been prepared for the purpose of complying with English law, the Code, the Market Abuse Regulation and the Disclosure Guidance and Transparency Rules, and the information disclosed may not be the same as that which would have been disclosed if this announcement had been prepared in accordance with the laws of jurisdictions outside England and Wale | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||