Capricorn Energy said it was prepared to add a number of the nominees put forward by shareholder Palliser Capital Master Fund Ltd (32%) to its board before holding a requisitioned general meeting (GM).
NOMINEES
The company published its decision in an open letter dated today, 9 January, to Palliser.
It follows the shareholder’s call for the removal of seven directors and recommendation of six replacements.
In its letter, Capricorn noted that the shareholder’s statement of 6 January aimed to re-assess Capricorn’s proposed merger with Israeli company NewMed Energy, rather than implement its own alternative plan as indicated on 19 December.
“We are open to that path forward,” reads the letter signed for non-executive chair Nicoletta Giadrossi and on behalf of Capricorn’s board of directors.
“We are ready to add a number of your nominees to the board promptly and well before the general meetings – there is no need to wait until next month.
“We want to reiterate our offer to meet with your nominees immediately so that we can expeditiously complete our corporate governance processes.
“We also are prepared to sign confidentiality agreements with your nominees so that they can review additional information.
“We stand ready to work together with you on this front.
“We believe there remains more than enough time to conduct our evaluation so that a number of your nominees, as directors of the company, can assess for themselves the strategic alternatives that have been explored by the board and evaluate the body of information underpinning our recommendation of the combination.”
Capricorn added it was proceeding to issue the required notice convening the requisitioned general meeting (GM) to be held on 1 February 2023.
GENERAL MEETINGS
The company’s open letter follows one from Palliser yesterday in which it urged Capricorn to reconsider the dates of the shareholder’s requisitioned GM and the NewMed proposed merger GM.
In its letter today, Capricorn gave no indication that it would change the dates.
“As set out in the notice, we will be holding a general meeting asking shareholders to approve the proposed combination with NewMed on or around the same date as the requisitioned general meeting.
“The board believes this timing is in best interests of all shareholders in order to ensure that all of the relevant information is available to them to enable them to make a fully informed decision about the future of the company.”