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THIS IS AN ANNOUNCEMENT AND NOT AN OFFER TO SELL OR AN INVITATION TO PURCHASE OR SUBSCRIBE FOR ANY SECURITIES NOR A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS.
FOR IMMEDIATE RELEASE 1 February 2023
CAPRICORN ENERGY PLC ("Capricorn" or the "Company")
Poll results of general meeting requested by Palliser Capital Master Fund Limited (the "Requisitioned GM") and changes to the Board of directors of the Company
CAPRICORN ENERGY PLC (LON: CNE), one of Europe's leading independent upstream energy companies, hereby announces the results of the poll held at the Requisitioned GM at 2.00 p.m. (London time) earlier today. The Company also provides today an update on the constitution of the Board of directors of the Company.
Results of the poll held at the Requisitioned GM
At the Requisitioned GM, proposed resolutions 8 to 13 inclusive as set out in the notice of Requisitioned GM dated 9 January 2023 (the "Notice") were duly passed as ordinary resolutions by way of poll. Proposed resolutions 1 to 7 inclusive as set out in the Notice were withdrawn by the Chair at the Requisitioned GM as they would have had no legal effect if passed. Proposed resolutions 1 to 7 inclusive were therefore not put to the vote at the Requisitioned GM. The results of the poll are as follows:
RESOLUTION | VOTES FOR | % | VOTES AGAINST | % | VOTES TOTAL | VOTES WITHHELD |
Resolution 8 Appointment of Hesham Mekawi | 227,005,201 | 99.2 | 1,821,410 | 0.8 | 228,826,611 | 2,038,950 |
Resolution 9 Appointment of Christopher Cox | 227,003,017 | 99.2 | 1,823,835 | 0.8 | 228,826,852 | 2,038,709 |
Resolution 10 Appointment of Maria Gordon | 227,003,006 | 99.2 | 1,823,837 | 0.8 | 228,826,843 | 2,038,718 |
Resolution 11 Appointment of Craig van der Laan | 227,002,420 | 99.2 | 1,824,191 | 0.8 | 228,826,611 | 2,038,950 |
Resolution 12 Appointment of Richard Herbert | 227,003,008 | 99.2 | 1,823,835 | 0.8 | 228,826,843 | 2,038,718 |
Resolution 13 Appointment of Tom Pitts | 227,003,017 | 99.2 | 1,823,835 | 0.8 | 228,826,852 | 2,038,709 |
The "For" votes include those proxy votes giving the Chair of the Requisitioned GM discretion. The "Vote Withheld" votes are not counted towards the votes cast at the Requisitioned General Meeting.
As at the date of the Requisitioned GM, the Company has 315,072,439 ordinary shares in issue.
Equiniti, the Company's share registrar, acted as the scrutineer.
Changes to the Board of directors of the Company
Each of Hesham Mekawi, Christopher Cox, Maria Gordon, Craig van der Laan, Richard Herbert and Tom Pitts has been appointed as a member of the Board of directors of the Company with immediate effect.
Enquiries to:
Analysts / Investors |
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David Nisbet, Corporate Affairs | Tel: 0131 475 3000 |
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Media |
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Jonathan Milne/Linda Bain, Corporate Affairs | Tel: 0131 475 3000 |
Patrick Handley, David Litterick Brunswick Group LLP | Tel: 0207 404 5959 |
Disclaimers
This announcement has been issued by and is the sole responsibility of Capricorn. The information contained in this announcement is for information purposes only and does not purport to be complete. The information in this announcement is subject to change. This announcement has been prepared in accordance with English law, the UK Market Abuse Regulation and the Disclosure Guidance and Transparency Rules and Listing Rules of the FCA. Information disclosed may not be the same as that which would have been prepared in accordance with the laws of jurisdictions outside England.
Takeover Code disclosure
In accordance with Rule 26.1 of the Code, a copy of this announcement and certain other documents required to be published pursuant to Rule 26 of the Code will be available (subject to certain restrictions relating to persons resident in restricted jurisdictions) at www.capricornenergy.com by no later than 12 noon (London time) on the business day following the date of this announcement. The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement. Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, any cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated.
Additional Information
This announcement is not intended to, and does not, constitute or form part of any offer, invitation, or the solicitation of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities, or the solicitation of any vote or approval in any jurisdiction, pursuant to this announcement or otherwise. Any offer, if made, will be made solely by certain offer documentation which will contain the full terms and conditions of any offer, including details of how it may be accepted. The distribution of this announcement in jurisdictions other than the United Kingdom and the availability of any offer to shareholders of Capricorn who are not resident in the United Kingdom may be affected by the laws of relevant jurisdictions. Therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom or shareholders of Capricorn who are not resident in the United Kingdom should inform themselves about, and observe any applicable requirements. Any failure to comply with the restrictions may constitute a violation of the securities law of any such jurisdiction.
The content of the website referred to in this announcement is not incorporated into and does not form part of this announcement.
For further information on Capricorn please see: www.capricornenergy.com.