Capricorn Energy plc’s senior directors have left their posts and the company has postponed its general meeting (GM) on proposals to merge with Israeli firm NewMed Energy Ltd.
NEW DATE
The moves follow demands from shareholder Palliser Capital plc which has since December 2022 objected to Capricorn’s plans for the merger and has also called for certain directors to be replaced.
Palliser nominated six directors and requisitioned a GM to discuss the composition of Capricorn’s board, which is scheduled for 1 February.
Capricorn previously scheduled for the same day its GM on plans for a merger with Israeli company NewMed Energy Ltd, but today announced a postponement.
“The board has listened to shareholder concerns about the timing of the general meetings, and has therefore been considering the company’s obligations under the business combination agreement entered into with NewMed on 29 September 2022, and discussing with the FCA [Financial Conduct Authority] the requirements of the combined prospectus and circular published by the company on 13 January 2023 and now intends for the NewMed GM to be adjourned from 1 February until 22 February 2023.
“The requisitioned GM will go ahead on 1 February 2023, with an adjournment of the NewMed GM allowing a reconstituted board to assess the proposed NewMed combination alongside other strategic options prior to determining the recommended route forward.”
The company added that NewMed was aware of the intended adjournment of the GM relating to the proposed merger and had advised Capricorn that it reserved its rights under the business combination agreement.
BOARD CHANGES
Capricorn added that changes to the board, which also follow Palliser’s demands, had been “collectively agreed” to “best enable the process of board reconstitution.”
Nicoletta Giadrossi will step down as chair with immediate effect. She had previously planned to leave her post following the proposed NewMed combination vote.
Chief executive officer Simon Thomson will step down as a board director with immediate effect, as will Peter Kallos, Alison Wood and Luis Araujo.
Keith Lough remains to ensure continuing oversight of reporting obligations and other corporate governance requirements, but intends to leave the board before the requisitioned GM.
Chief financial officer James Smith will remain in his post for now but leave before the requisitioned GM.
NOMINEES
Capricorn added it had, via Palliser, been in discussions with the requisitioned GM nominee directors to appoint them to the board immediately, but understood that the nominees prefered to wait until the requisitioned GM on 1 February.
Continuing directors, including Cathy Krajicek and Erik B. Daugbjerg, will work with the nominee directors to ensure an orderly transition and continuity of governance.