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Capricorn Energy PLC on Monday scheduled a general meeting on February 1, in response to a request by shareholder Palliser Capital Master Fund Ltd to remove several directors.
Capricorn is an Edinburgh-based upstream energy company with assets in the UK North Sea, Mexico, Suriname, Mauritania and Egypt.
Palliser had requested the meeting to consider resolutions to remove seven of Capricorn’s current directors from the board, and to appoint six new directors selected by Palliser, which had raised its shareholding in Capricorn to 6.9% on November 28 from 5.1% previously.
Palliser is disputing the decision to combine Capricorn with Israel energy limited partnership NewMed Energy, which Capricorn said would ‘create a world-class gas and energy champion’.
The merger, proposed in September, will see Capricorn acquire all of the partnership interest in NewMed in exchange for new Capricorn shares.
In a letter to Palliser, Capricorn said it carried out a detailed review of Palliser’s proposed alternative value optimisation plan, which included an immediate return of $620 million in cash to shareholders, and met with Palliser to discuss it.
‘Following this detailed review and engagement, the board concluded that the proposed NewMed combination would deliver more value to Capricorn shareholders than your plan,’ Capricorn said.
Capricorn said it is open to Palliser’s suggestion that its general meeting resolutions seek to create ‘an opportunity to re-assess the merits and terms of the NewMed’ and evaluate it against alternatives, rather than implement its alternative plan.
The company added that it is willing to add some of Palliser’s nominees to the board before the general meeting in February.
‘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 said.
Capricorn said it will be holding a general meeting to ask shareholder to approve its proposed combination with NewMed ‘on or around the same date as the requisitioned general meeting’.
Capricorn shares were down 0.4% trading at 240.00 pence per share on Monday morning in London.
By Harvey Dorset, Alliance News reporter
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