REG - Capricorn Energy PLC - Annual Report,AGM,Return of Cash,Board Changes

Capricorn EnergyAnnouncement

17/04/2024 15:15

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RNS Number : 0194L  Capricorn Energy PLC  17 April 2024

FOR IMMEDIATE
RELEASE
17 April 2024

 

 

 

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

 

Report and Accounts, Notice of Annual General Meeting, Return of US$50 million
to Shareholders and Board Changes

 

Report and Accounts and Notice of Annual General Meeting

 

Capricorn announces that its annual report and accounts for the year ended 31
December 2023 (the "Report and Accounts") and a notice of annual general
meeting (the "Notice") are today being posted to shareholders. The Notice
convenes the 2024 Annual General Meeting (the "AGM"), which will be held at
The Cellar Room, Kimpton Charlotte Square Hotel, 38 Charlotte Square,
Edinburgh EH2 4HQ at 11.00 a.m. on Thursday, 23 May 2024.

 

A copy of the Report and Accounts and Notice have also been submitted to the
National Storage Mechanism and the full unedited text of the Report and
Accounts will shortly be available for inspection
at: https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) . The Report and
Accounts and Notice are also available on the Company's website
at www.capricornenergy.com (http://www.capricornenergy.com/) .

 

Return of US$50 million to shareholders

 

Following our Year-End Results announcement on 28 March, Capricorn is pleased
to report that the Notice that is being posted today sets out further details
of the 2024 Return of Cash and related matters.

 

Pursuant to the 2024 Return of Cash, Capricorn will pay a special dividend of
approximately US$50 million (c.£39.35 million) to shareholders and complete a
consolidation of Capricorn's ordinary share capital. The special dividend is
expected to be paid on 7 June 2024 to those on the register at 6.00 p.m. on 23
May 2024.

 

The Share Consolidation will reduce the number of Capricorn's issued ordinary
shares by an amount that reflects the value of the 2024 Return of Cash to
shareholders relative to the market capitalisation of Capricorn prior to the
2024 Return of Cash. The aim of this is to ensure, so far as possible, the
market price of an ordinary share remains approximately the same before and
after the proposed 2024 Return of Cash and to maintain comparability of
historical and future per share data. The Share Consolidation will reduce the
number of ordinary shares in Capricorn which shareholders own, but not the
proportion (subject to allowance for fractional entitlements).

 

Key dates

 

 Time and date Share Consolidation ratio will be announced                        7.00 a.m. on 21 May 2024
 Latest time and date for receipt of Electronic Proxy Instructions, Form of       11.00 a.m. on 21 May 2024
 Proxy or CREST Proxy Instruction in respect of Annual General Meeting
 Annual General Meeting                                                           11.00 a.m. on 23 May 2024
 Latest time and date for dealings in Existing Ordinary Shares                    4.30 p.m. on 23 May 2024
 Record Time for entitlement to the Special Dividend and to determine the         6.00 p.m. on 23 May 2024
 Existing Ordinary Shares subject to the Share Consolidation (Existing Ordinary
 Share register closed and Existing Ordinary Shares disabled in CREST)
 Ordinary Shares marked ex-Special Dividend                                       8.00 a.m. on 24 May 2024
 Listing of the New Ordinary Shares                                               8.00 a.m. on 24 May 2024
 Dealings in the New Ordinary Shares commence and enablement in CREST in          8.00 a.m. on 24 May 2024
 respect of uncertificated New Ordinary Shares
 Despatch of share certificates in respect of certificated New Ordinary Shares    7 June 2024
 Payment of Special Dividend to Shareholders                                      7 June 2024

 

Notes:

1.    Unless otherwise stated, defined terms set out have the same meaning
as in the Notice.

2.    All dates are subject to change. If any of the above times or dates
change, the revised times and / or dates will be notified to Shareholders by
an announcement on an RIS.

3.    References to time are to London time.

4.    The Record Time for entitlement to the Special Dividend and to
determine the holdings of Existing Ordinary Shares subject to the Share
Consolidation may be such other time as the Directors determine.

5.    Unless the counterparties specifically agree otherwise, a buyer of
the Company's Ordinary Shares ahead of the ex-date (24 May 2024) will assume
the benefit to the Special Dividend and the seller would need to pass the
benefit to the buyer, even if the seller is the recorded owner at the Record
Date.

 

Board Changes

 

Capricorn further announces that Craig van der Laan, who has been
Non-Executive Chair since February 2023, has decided not to stand for
re-election and will cease to hold office as Chairman and as a Director at the
conclusion of the AGM.

 

From the conclusion of the AGM, Maria Gordon, Non-Executive Director, will
become the Company's Non-Executive Chair (subject to re-election by
shareholders). Over the past ten years, following two decades in investment at
Goldman Sachs and PIMCO, Maria has held numerous roles as a non-executive
director, including experience as a Chair leading both public and
privately-held companies.

 

Craig van der Laan commented:

 

"In February last year, I was asked to take on the Chair role at Capricorn at
a time of considerable change and uncertainty about the future direction of
the Company. At that time, I outlined five areas of strategic focus, namely:
capital returns, cost savings across the business, scaling back and exiting
non-core operations, maximising value from Egypt and driving cultural change
across the Company.

 

I am proud that we have made huge strides in all these areas in the past
twelve months. In particular, we have:

 

·      recruited a completely new senior management team, including our
CEO Randy Neely, who possesses deep experience of the Egyptian oil and gas
sector;

·      returned ~$568m in capital to shareholders;

·      significantly reduced costs across the Company and driven
cultural change which has repositioned Capricorn as a lean, fit for purpose,
cost-conscious organisation;

·      exited or made significant progress in exiting all
non-shareholder value-generating assets in Africa and Latin America;

·      accelerated payments from the North Sea divestment on favourable
terms while adding an encouraging new producing asset in the North Sea;

·      repositioned the Company in its relations with key stakeholders
and partners in Egypt; and

·      refocussed the Company's priorities on shareholder returns and
shareholder value generation.

 

Having delivered on these objectives in the past 14 months, it is an
appropriate time to hand over the reins, and for Maria to take Capricorn's
Board forward for the next phase of its evolution. I have enjoyed my time as
Capricorn's Chair immensely and leave the Company in the capable hands of
Maria and Randy."

 

Commenting on the Board change announcement, proposed Chair Maria Gordon said:

 

"I am honoured to have been proposed as the Chair of Capricorn, to lead the
Board through the next stage of Capricorn's journey. I have enjoyed working
with Craig, who has led the Board with a commitment to the highest standards
of corporate governance during a time of positive and transformational change
in the business, strongly focused on and aligned with our shareholders'
expectations. On behalf of the Board and the executive team, I thank him for
his dedication and leadership during the transformation of Capricorn and wish
him well for the future."

 

Responding to the Board change announcement, Randy Neely, CEO of Capricorn,
said:

 

"I am grateful for Craig's support, guidance and advice throughout the past
year. He leaves Capricorn having successfully overseen a major transformation,
with the Company in an excellent position to move forward and face the
challenges ahead. I thank him for his focus and commitment and join the Board
in wishing him well in his future endeavours."

 

9.6.11R of the Listing Rules of the UK Listing Authority

 

This notice is given in fulfilment of the obligation under paragraph 9.6.11R
of the Listing Rules.  There are no other matters requiring disclosure under
paragraph 9.6.11R.

 

S430(2B) Companies Act 2006:

 

Craig van der Laan has not and will not receive any loss of office payments,
nor will he be paid any further remuneration for his service as a Director of
Capricorn Energy PLC, other than fees due for his services up to the date he
retires from the Board.

 

Enquiries to:

 Analysts / Investors
 Nathan Piper, Commercial Director                                           Tel: 0131 475 3000

 Media
 Diana Milford, Corporate Affairs                                            Tel: 0131 475 3000

 Billy Clegg/Owen Roberts, Camarco                                           Tel: 0203 757 4980

 

 

About Capricorn Energy PLC

 

Capricorn is an Egypt-focused energy producer, with an attractive portfolio of
onshore exploration, development and production assets in the Western Desert
with a producing position in the UK North Sea.

 

For further information on Capricorn please see: www.capricornenergy.com
(http://www.capricornenergy.com)

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