Capricorn Energy plc has offered a new solution to its disagreements with shareholder Palliser Capital over the oil and gas company’s board members and proposed merger with Israeli firm NewMed Energy Ltd.
NEW SOLUTION
In another open letter today from non-executive chair Nicoletta Giadrossi on behalf of the board, Capricorn noted that in its presentation of 12 January, Palliser remained “committed to both comprehensive board change and a rejection of the NewMed transaction”.
Capricorn said it was open to reconstituting the board now through agreement with Palliser and its nominees “so that a changed board could reassess the NewMed combination against the alternatives, and make a recommendation to shareholders”.
“This would need to happen swiftly and in a controlled way, and we stand ready to engage with all reasonable proposals regarding board composition, strategic review process and timetable.”
UNUSUAL STANCE
Capricorn added it was surprised that Palliser had said it was inappropriate and served little use at this stage to accept the invitation to board nominees to conduct due diligence on the strategic options reviewed by Capricorn and the proposed merger.
“This an unusual position for any independent nominee director of a UK public company to take, but our invitation remains open.
“The board’s intention continues to be to resolve this situation in an orderly fashion that ensures that our shareholders can make their own fully informed decisions.
“We continue to invite you to engage in a constructive dialogue to ensure that this can be delivered for the benefit of all shareholders.”
GENERAL MEETINGS
Palliser, which holds 32% of Capricorn’s shares, has requisitioned a general meeting (GM) set for 1 February on its proposals to replace Capricorn directors and requested that Capricorn’s GM on the proposed merger be held at least four weeks later.
Capricorn maintains that the GM to vote on the proposed merger will be held on or around the same date.
The oil and gas company today added that the timing offered a “genuine choice for all shareholders” and any separation of the timing would “risk denying shareholders a vote on the recommended NewMed combination”.