The boards of Genel, Bidco and Capricorn are pleased to announce that they have reached agreement on the terms of an increased recommended cash offer under which Bidco will acquire the entire issued and to be issued ordinary share capital of Capricorn. The Increased Offer is to be effected by means of a Scottish scheme of arrangement under Part 26 of the Companies Act 2006.
Under the terms of the Increased Offer, each Capricorn Shareholder shall be entitled to receive, in aggregate:
US$5.74 in cash for each Capricorn Share held (the 'Increased Acquisition Value')
The Increased Acquisition Value comprises, for each Capricorn Share:
- US$4.75 in cash (the 'Increased Acquisition Price'); and
- a special dividend of US$0.99, which is intended and expected to be declared prior to the Effective Date (the 'Permitted Dividend').
The Sterling equivalent value of the Increased Acquisition Value, being 434 pence per Capricorn Share based on the Increased Offer Announcement Exchange Rate (as defined in Appendix I), represents a premium of approximately:
- 63 per cent. to the closing price per Capricorn Share of 266 pence on 10 March 2026 (being the day prior to the start of the Offer Period) (the 'Undisturbed Date'); and
- 80 per cent. to the volume weighted average price per Capricorn Share of 241 pence during the three-month period ended on the Undisturbed Date.
The Increased Acquisition Value also provides Capricorn Shareholders with superior value to the offer initially announced by DNO Bidco AS ('DNO Bidco') on 1 September 2026 and revised on 17 September 2026 (the 'DNO Offer'), as the Increased Acquisition Value represents:
- an increase of US$0.53 per Capricorn Share as compared to the acquisition value under the terms of the DNO Offer of US$5.214 (the 'DNO Offer Acquisition Value'); and
- a premium of approximately 10 per cent. to the DNO Offer Acquisition Value.
The Increased 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 US$436 million on a fully diluted basis, which is equivalent to £330 million based on the Increased Offer Announcement Exchange Rate (as defined in Appendix I).
The Increased Acquisition Price payable under the Increased Offer is expressed in US$. The US$ denominated Increased Acquisition Price reflects the underlying characteristics of Capricorn’s business activities, which are largely denominated in US$.
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Source: Capricorn
