Genel Energy Publishes Scheme Document for $4.74 Per Share Cash Offer to Acquire Capricorn Energy

Acquisition Structure and Shareholder Consideration

Genel Energy No.9 Limited, an indirect subsidiary of Genel Energy PLC, is acquiring all issued and to be issued ordinary shares of Capricorn Energy plc through a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006. Each Capricorn shareholder will receive US$4.74 per share, comprising a US$3.75 cash acquisition price plus a US$0.99 special dividend anticipated to be declared before the scheme’s effectiveness.

The two-part consideration reflects the formal transaction framework agreed by both companies’ boards on 2 July 2026. Shareholders may elect to receive the acquisition price in US dollars or Sterling via a foreign exchange facility. Those choosing Sterling will receive payment at the prevailing market exchange rate, less any transaction, dealing costs, or taxes related to currency conversion. Shareholders who do not make an election will be paid in US dollars.

Scheme Document Release and Shareholder Access

Published on 21 July 2026, the scheme document provides detailed information about the acquisition, including full terms and conditions, an explanatory statement under section 897 of the Companies Act 2006, the timetable of key events, notices for the Court and General Meetings, and instructions for shareholders on voting procedures. It has been distributed to all Capricorn shareholders, award holders under Capricorn Share Plans, and persons with information rights.

The document is available free of charge on the Capricorn Energy and Bidco websites from 12 noon on the business day following publication until the offer period ends. It is also filed with the Financial Conduct Authority’s National Storage Mechanism for public inspection. Shareholders unable to access the document online may request hard copies from Equiniti, Capricorn’s registrar, by mail at Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA, UK, or by phone at +44 (0) 330 123 0027 during business hours (8:30 a.m. to 5:30 p.m., Monday to Friday, excluding UK public holidays).

Details of Court and General Meetings on 18 August 2026

The Court Meeting and General Meeting will be held at Ashurst Perkins Coie UK LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW, on 18 August 2026. The Court Meeting starts at 12:00 p.m., followed by the General Meeting at 12:15 p.m. or shortly thereafter. Notices detailing procedures and voting requirements are included in Parts 10 and 11 of the scheme document.

Approval requires a majority in number representing at least 75% in value of votes cast by scheme shareholders at the Court Meeting. The General Meeting also requires passing the resolution by the requisite Capricorn shareholder majority. Shareholders are urged to complete, sign, and return Forms of Proxy or appoint proxies electronically via Proxymity or CREST. Proxy submissions must be received by 12:00 p.m. on 14 August 2026 for the Court Meeting and by 12:15 p.m. on 14 August 2026 for the General Meeting.

Timeline and Conditions for Scheme Effectiveness

Pending shareholder approvals, satisfaction or waiver of conditions outlined in the scheme document, and Court sanction at the Sanction Hearing, the scheme is expected to become effective in the second half of 2026. This timeline accounts for regulatory approvals specified in Part 4 of the scheme document. Dates are indicative and may change based on condition fulfillment and Court sanction timing.

Proxy deadline for the Court Meeting is 12:00 p.m. on 14 August 2026, with voting record time at 6:30 p.m. on the same day. The Sanction Hearing will occur as soon as practicable after conditions are met but before the Long-Stop Date of 2 January 2027. The last day for trading and registering Capricorn shares on the London Stock Exchange Main Market is expected to be the business day before the Effective Date, with no transfers accepted after 6:00 p.m. on that day. Cash consideration and the special dividend will be paid within 14 days of the Effective Date and Scheme Record Time, respectively.

Genel Energy’s Business Context and Industry Positioning

Genel Energy PLC is an upstream oil and gas company focused on exploration and production. This acquisition of Capricorn Energy, an independent energy firm with its own assets and operations, marks a significant consolidation in the UK upstream energy sector, which has seen increased merger and acquisition activity among smaller and mid-cap independents due to operational and financial pressures.

The use of a Court-sanctioned scheme of arrangement under the Companies Act 2006 aligns with standard practice for recommended transactions. Genel is advised by PJT Partners (UK) Limited, authorised and regulated by the Financial Conduct Authority. Capricorn shareholders receive independent financial advice from Canaccord Genuity Limited and financial advisory services from Moelis.

Board Recommendation and Fairness Opinion

Capricorn’s Directors, advised by Canaccord Genuity, consider the acquisition terms fair and reasonable. They unanimously recommend that scheme shareholders vote in favour of the scheme at the Court Meeting and that all Capricorn shareholders support the resolution at the General Meeting. Directors with beneficial Capricorn shareholdings have committed to vote in favour.

Canaccord Genuity’s recommendation is provided in its capacity as independent financial adviser under Rule 3 of the UK Takeover Code. The Directors’ recommendation is based on multiple factors detailed in paragraph 3 of Part 1 of the scheme document. Shareholders are encouraged to thoroughly review the full scheme document and associated proxy forms before voting.

Regulatory Approvals and Delisting Process

Before the scheme becomes effective, applications will be submitted to the London Stock Exchange to cancel trading admission of Capricorn shares on the Main Market and to the Financial Conduct Authority to remove Capricorn shares from the Official List. These cancellations will take effect on or shortly after the Effective Date. Capricorn will be re-registered as a private limited company post-acquisition. The last trading day for Capricorn shares on the LSE Main Market is anticipated to be the business day before the Effective Date.

The regulatory approval process includes conditions beyond shareholder votes, as outlined in the scheme document. Any changes to meeting arrangements will be communicated to shareholders via Regulatory Information Service announcements. Further updates will be posted on Capricorn’s investor relations site and Bidco’s offer information website.

Currency Election Facility and Payment Details

A foreign exchange facility allows scheme shareholders to elect to receive the acquisition price in Sterling instead of US dollars for their entire holding. Valid currency elections will result in payment in GBP at the prevailing market rate minus transaction, dealing, and tax costs related to currency conversion.

Shareholders not making a valid election will receive payment in US dollars. The deadline for currency election submission is 1:00 p.m. on the business day after the Sanction Hearing. Capricorn will announce the election return time at least 10 business days in advance via a Regulatory Information Service. Detailed instructions on making a GBP election are provided in Part 8 of the scheme document.

Shareholder Support and Contact Information

Capricorn shareholders with questions about the announcement, scheme document, meetings, or proxy forms should contact Equiniti, the company’s registrar, by mail at Highdown House, Yeoman Way, Worthing, West Sussex, BN99 6DA, UK, or by phone at +44 (0) 330 123 0027 during business hours (8:30 a.m. to 5:30 p.m., Monday to Friday, excluding UK public holidays). Calls are charged at standard rates and may vary by provider; international callers will incur applicable rates. Equiniti cannot provide financial, legal, or tax advice. Calls may be recorded for security and training.

Participants in Capricorn Share Plans will receive separate communications regarding the scheme’s impact on their rights, including relevant dates and proposals. For investor relations and analyst inquiries, contact Genel Energy’s CFO, Luke Clements, at +44 20 7659 5100.