Announcement • Jul 03
Genel Energy plc (LSE:GENL) reached an agreement to acquire Capricorn Energy PLC (LSE:CNE) from Palliser Capital (UK) Ltd, Madison Avenue Partners, LP, Kite Lake Capital Management (UK) LLP, Newtyn Management, LLC, Randy Neely and others for approximately $330 million.
Genel Energy plc (LSE:GENL) entered into a confidentiality agreement to acquire Capricorn Energy PLC (LSE:CNE) on March 25, 2026. Genel Energy plc (LSE:GENL) reached an agreement to acquire Capricorn Energy PLC (LSE:CNE) from Palliser Capital (UK) Ltd, Madison Avenue Partners, LP, Kite Lake Capital Management (UK) LLP, Newtyn Management, LLC, Randy Neely and others for approximately $330 million on July 2, 2026. The Acquisition Value of $4.74 comprises of $3.75 in cash and a special dividend of $0.99, which is intended and expected to be declared prior to the Effective 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 $360 million on a fully diluted basis, which is equivalent to £271 million based on the Announcement Exchange Rate. Bidco has also received irrevocable undertakings to vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting from Palliser Capital (UK) Ltd, Newtyn Management, LLC, Kite Lake Capital Management (UK) LLP, and Madison Avenue Partners, LP in respect of a total of 27,749,043 Capricorn Shares representing, in aggregate, approximately 39.3% of Capricorn's issued share capital. 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 Acquisition, if completed, would constitute a "reverse takeover" for Genel for the purposes of the UKLRs. Bidco is funding the cash consideration payable pursuant to the Acquisition, together with certain fees and expenses in connection with the Acquisition, through a combination of its own existing cash resources and new debt financing. Prior to the release of this announcement, Bidco as borrower, together with Genel and Genel Energy Holding Company Limited as guarantors have entered into an unsecured acquisition bridge facility agreement in an amount of up to $125 million arranged by The Mauritius Commercial Bank Limited (acting as the sole Mandated Lead Arranger, agent and original lender). Bidco will draw a loan pursuant to the Bridge Facility Agreement, with Genel and Genel Energy Holding Company Limited guaranteeing the obligations of Bidco under the Bridge Facility Agreement and related finance documents (including any fees payable to the finance parties relating to the Bridge Facility Agreement), which together with its own existing cash resources, will be used to satisfy in full the Acquisition Price payable to Capricorn Shareholders. The initial maturity date is the date falling three months from the utilisation date under the Bridge Facility Agreement. The Bridge Facility Agreement contains customary certain funds terms.
As part of the post-completion review referenced above, Genel intends to review the roles of employees within the Enlarged Group, including senior management, to determine the optimal size, shape and indeed location of the new organisation. It is intended that, upon completion of the Acquisition, each of the non-executive members of the Capricorn Board shall resign from their office as a director of Capricorn and receive cash payments in lieu of notice. As part of the post-completion review, Genel will assess the office footprint of the Enlarged Group, including Capricorn's headquarters in Edinburgh, having regard to access to key stakeholders, operational requirements and the locations from which existing teams work. It is intended that immediately following completion of the Acquisition, the Enlarged Group will be headquartered in London.
The Capricorn Directors intend to recommend unanimously that Capricorn Shareholders vote in favour of the Scheme at the Court Meeting and the resolutions to be proposed at the General Meeting, as the Capricorn Director who holds Capricorn Shares has irrevocably undertaken to do in respect of his own beneficial holdings of 4,395 Capricorn Shares representing, in aggregate, approximately 0.006% of the share capital of Capricorn in issue on July 1, 2026. The Acquisition is subject to: (i) the approval of the Scheme by a majority in number of the Scheme Shareholders who are present and vote, whether in person or by proxy, at the Court Meeting and who represent 75% in value of the Scheme Shares voted by those Scheme Shareholders; (ii) the resolutions required to approve and implement the Scheme being duly passed by Capricorn Shareholders representing the requisite majority or majorities of votes cast at the General Meeting (or any adjournment thereof); (iii) the approval of the Scheme by the Court (with or without modification but subject to any modification being on terms acceptable to Capricorn and Bidco); (iv) the delivery of a copy of the Court Order to the Registrar of Companies; (v) the satisfaction of the Egyptian Condition; and (vi) the satisfaction of the Egyptian Merger Condition and Other Third Party clearances. Prior to the Scheme becoming Effective, Capricorn shall make an application for the cancellation of trading of the Capricorn Shares on the Main Market and for the cancellation of the listing of Capricorn Shares on the Equity Shares (Commercial Companies) Category of the Official List, in each case to take effect on or shortly after the Effective Date. On the Effective Date, share certificates in respect of Capricorn Shares shall cease to be valid and entitlements to Capricorn Shares held within the CREST system shall be cancelled. It is also proposed that, following the Effective Date and after its shares are delisted, Capricorn shall be re-registered as a private limited company. In such event, the Takeover Offer shall be implemented on the same terms, so far as applicable, and subject to the terms of the Co-operation Agreement, as those which would apply to the Scheme, subject to appropriate amendments, including (without limitation) an acceptance condition set at 75% or such lesser percentage (being more than 50%) as Bidco may decide or as required by the Panel, of the shares to which such Takeover Offer relates. The Scheme is expected to become Effective during the second half of 2026.
Ben Monaghan, Jonathan Hall and Marc de Robillard of PJT Partners (UK) Limited acted as financial advisor for Genel Energy plc. Linklaters LLP acted as legal advisor for Genel Energy plc. Henry Fitzgerald-O'Connor and George Grainger of Canaccord Genuity Limited acted as financial advisor and fairness opinion provider for Capricorn Energy PLC. Chris Raff and Ali Hassen of Moelis & Company UK LLP acted as financial advisor for Capricorn Energy PLC. Ashurst LLP acted as legal advisor for Capricorn Energy PLC. Equiniti Limited acted as registrar for Capricorn Energy PLC.
