REG - Capricorn Energy PLC - Statement on possible offer for Capricorn Energy

Capricorn EnergyAnnouncement

11/03/2026 16:30

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RNS Number : 2868W  Capricorn Energy PLC  11 March 2026

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO,
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OF THAT JURISDICTION

 

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. THERE CAN BE NO
CERTAINTY THAT ANY FIRM OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH ANY
FIRM OFFER MIGHT BE MADE

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

11 March 2026

 

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

 

Statement regarding possible offer for Capricorn Energy

 

Capricorn Energy notes the recent press speculation.

 

The Board of Capricorn Energy confirms that it has received multiple
unsolicited non-binding proposals from Alamadiyaf al-Masiyyah for Trading LLC
("Alamadiyaf al-Masiyyah"), a member of the Cafani Group,  regarding a
possible all cash offer to acquire the entire issued and to be issued share
capital of the Company (the "Possible Offer").

 

The Board has evaluated the Possible Offer with its financial and legal
advisers and has provided due diligence access to Alamadiyaf al-Masiyyah.
Discussions with Alamadiyaf al-Masiyyah are ongoing and the board of Capricorn
Energy is seeking clarity around Alamadiyaf al-Masiyyah's funding
arrangements. There can be no certainty that any firm offer will be made, nor
as to the terms of any such firm offer.

 

Shareholders are advised to take no action in respect of the Possible Offer
and a further announcement will be made as and when appropriate.

 

In accordance with Rule 2.6(a) of the Code, by not later than 5.00 pm on 8
April 2026, Alamadiyaf al-Masiyyah must either announce a firm intention to
make an offer for Capricorn Energy in accordance with Rule 2.7 of the Code or
announce that it does not intend to make an offer for Capricorn Energy, in
which case the announcement will be treated as a statement to which Rule 2.8
of the Code applies.  This deadline may be extended with the consent of the
Panel on Takeovers and Mergers (the "Takeover Panel") in accordance with Rule
2.6(c) of the Code.

 

As a consequence of this announcement, an offer period has now commenced in
respect of Capricorn Energy in accordance with the Code and the attention of
Capricorn Energy shareholders is drawn to the disclosure requirements of Rule
8 of the Code, which are summarised below.

 

For the purposes of Rule 2.5(a) of the Code, this announcement has been made
without the consent of Alamadiyaf al-Masiyyah.

 

Contact Information:

 

 Capricorn Energy plc

 Randy Neely, Chief Executive Officer                                +44 131 475 3000

 Canaccord Genuity Limited (Financial Adviser and Corporate Broker)  +44 20 7523 8000

 Henry Fitzgerald-O'Connor, George Grainger

 

Inside Information

 

The information contained within this announcement is deemed by Capricorn
Energy to constitute inside information as stipulated under the Market Abuse
Regulation (EU) no. 596/2014 (as it forms part of domestic law by virtue of
the European Union (Withdrawal) Act 2018). On the publication of this
announcement via a Regulatory Information Service, this inside information is
now considered to be in the public domain.

 

The person responsible for the release of this announcement on behalf of
Capricorn Energy is Paul Ervine, Company Secretary.

 

Disclaimer

 

Canaccord Genuity Limited ("Canaccord Genuity"), which is authorised and
regulated in the United Kingdom by the Financial Conduct Authority, is acting
exclusively for Capricorn Energy and no-one else in connection with the
matters described in this announcement and will not be responsible to anyone
other than Capricorn Energy for providing the protections afforded to clients
of Canaccord Genuity nor for providing advice in relation to the subject
matter of 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.

 

Dealing Disclosure Requirements of the Code

 

Under Rule 8.3(a) of the Code, any person who is interested in 1% or more of
any class of relevant securities of an offeree company or of any securities
exchange offeror (being any offeror other than an offeror in respect of which
it has been announced that its offer is, or is likely to be, solely in cash)
must make an Opening Position Disclosure following the commencement of the
offer period and, if later, following the announcement in which any securities
exchange offeror is first identified. An Opening Position Disclosure must
contain details of the person's interests and short positions in, and rights
to subscribe for, any relevant securities of each of (i) the offeree company
and (ii) any securities exchange offeror(s). An Opening Position Disclosure by
a person to whom Rule 8.3(a) applies must be made by no later than 3.30 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (London time) on the 10th
business day following the announcement in which any securities exchange
offeror is first identified. Relevant persons who deal in the relevant
securities of the offeree company or of a securities exchange offeror prior to
the deadline for making an Opening Position Disclosure must instead make a
Dealing Disclosure.

 

Under Rule 8.3(b) of the Code, any person who is, or becomes, interested in 1%
or more of any class of relevant securities of the offeree company or of any
securities exchange offeror must make a Dealing Disclosure if the person deals
in any relevant securities of the offeree company or of any securities
exchange offeror. A Dealing Disclosure must contain details of the dealing
concerned and of the person's interests and short positions in, and rights to
subscribe for, any relevant securities of each of (i) the offeree company and
(ii) any securities exchange offeror(s), save to the extent that these details
have previously been disclosed under Rule 8. A Dealing Disclosure by a person
to whom Rule 8.3(b) applies must be made by no later than 3.30 pm (London
time) on the business day following the date of the relevant dealing.

 

If two or more persons act together pursuant to an agreement or understanding,
whether formal or informal, to acquire or control an interest in relevant
securities of an offeree company or a securities exchange offeror, they will
be deemed to be a single person for the purpose of Rule 8.3.

 

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4).

 

Details of the offeree and offeror companies in respect of whose relevant
securities Opening Position Disclosures and Dealing Disclosures must be made
can be found in the Disclosure Table on the Takeover Panel's website at
www.thetakeoverpanel.org.uk (http://www.thetakeoverpanel.org.uk) , including
details of the number of relevant securities in issue, when the offer period
commenced and when any offeror was first identified. You should contact the
Takeover Panel's Market Surveillance Unit on +44 (0)20 7638 0129 if you are in
any doubt as to whether you are required to make an Opening Position
Disclosure or a Dealing Disclosure.

 

Publication on Website

 

A copy of this announcement will be made available (subject to certain
restrictions relating to persons resident in restricted jurisdictions) at
https://www.capricornenergy.com no later than 12:00 noon (UK time) on the
business day following the date of this announcement in accordance with Rule
26.1 of the Code.  The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.

 

Rule 2.9 Disclosure

 

In accordance with Rule 2.9 of the Code, as at the close of business on 11
March 2026, Capricorn Energy confirms that it had in issue 70,558,339 ordinary
shares with par value of 799 / 122 pence per share, each carrying one vote.
The International Securities Identification Number (ISIN) for Capricorn Energy
ordinary shares is GB00BNKT5L33 and the Company's legal entity identifier is
213800ZJEUQ8ZOC9AL24.

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