London, July 2, 2026, 22:01 BST
- Capricorn Energy PLC (LON:CNE) signed off on a US$4.74 per share cash-and-dividend offer from Genel Energy PLC (LON:GENL), coming to 357p a share and valuing Capricorn at around US$360 million fully diluted.
- Capricorn last traded after the London close at 345p to sell and 350p to buy. The sell price rose 57p, or 19.79%.
- Genel says it’s got signed support from four Capricorn shareholders holding 39.3% of the company, though those commitments can be dropped if a competing bid comes in at least 6.5% above Genel’s offer.
- Capricorn has pushed back the deadline for Alamadiyaf al-Masiyyah to put forward a firm offer, giving the rival bidder until July 29.
Capricorn Energy PLC (LON:CNE) finished Thursday near the level of Genel Energy PLC’s (LON:GENL) recommended offer. The shares traded as if investors see the deal as nearly done, not as part of a larger bidding fight.
Genel is offering US$4.74 per Capricorn share—US$3.75 in cash from its bid vehicle, plus a US$0.99 permitted dividend from Capricorn. The offer values each Capricorn share at 357p, which is 34% higher than the share’s close on March 10 before news emerged, and 48% higher than the three-month volume-weighted average price prior to that.
The latest quote shows Capricorn shares sold at 345p, about 3.5% under the 357p offer price. After closing at 288p before, the stock made up around 83% of the gap to the offer in a single session. FTSE All-Share gained 1.51% on the same Hargreaves Lansdown page.
| Measure | Figure | Investor read |
|---|---|---|
| Genel offer value | 357p | Reference bid value |
| Capricorn sell quote | 345p | Roughly 3.5% under offer |
| Capricorn buy quote | 350p | About 2% under offer |
| Gap captured vs previous close | 57p of 69p | Roughly 83% has priced in |
| FTSE All-Share move | +1.51% | Capricorn outperformed by 18.3 points |
The spread includes risks tied to the completion timeline, FX swings for sterling electors, Egyptian sign-off and the shareholder vote. Capricorn shareholders and the Scottish Court still need to sign off on the scheme, and both the Egyptian government and EGPC must approve. The companies see closing in the second half of 2026, with a final long-stop date set for Jan. 2, 2027.
The lock-up’s the part of the bid math some investors might overlook. Palliser, Newtyn, Kite Lake and Madison Avenue Partners have agreed to hold onto 27.75 million Capricorn shares, or 39.3% of the company’s issued share capital per the deal filing. These commitments still stand even if a rival tops the current bid, unless that competing offer is at least 6.5% higher.
| Capricorn holder with undertaking | Shares | Stake |
|---|---|---|
| Palliser Capital UK Ltd | 9,758,433 | 13.8% |
| Newtyn Management | 8,600,000 | 12.2% |
| Kite Lake | 5,630,814 | 8.0% |
| Madison Avenue Partners | 3,759,796 | 5.3% |
| Total | 27,749,043 | 39.3% |
Based on the 357p offer, a 6.5% rise gets to around 380p a share, or about US$5.05. That’s about 10% over Capricorn’s 345p late sell quote, so any new bidder would need to go higher to break the key terms.
This is notable since Alamadiyaf al-Masiyyah for Trading LLC, part of the Cafani Group, is still involved. Capricorn said July 1 that Alamadiyaf’s “put up or shut up” deadline had been pushed back to July 29 as the bidder works on funding. Capricorn also said there’s no guarantee of a formal offer or what the terms would be. Investegate
Capricorn CEO Randy Neely said the company needed “greater scale to materially improve trading liquidity,” adding that the Genel deal gave shareholders a “clear and efficient exit.” Genel CEO Paul Weir called Capricorn an “immediate scale and opportunity.” Investegate
The special dividend stands out. The US$0.99 per share payment is about 21% of the main US$4.74 amount and could reach up to US$75 million. Deal documents state it should only be paid if the scheme goes through; if unforeseen cash needs prevent Capricorn from making the payment legally, the scheme may not take effect and the dividend wouldn’t get paid.
Genel is picking up Egypt with this deal, expanding from its Kurdistan-focused production. Genel said Tawke PSC averaged 17,520 bopd in 2025, with December exit at 20,000. The combined company would have 117 million barrels of pro-forma 2P reserves and December 2025 exit production of 41,003 boepd, split roughly 50/50 between Kurdistan and Egypt.
Capricorn investors got the offer just as the gap on Egypt receivables tightened. The company said 2025 output hit 20,024 boepd, with $217 million collected from Egypt, dropping Egyptian receivables to $86 million. Net cash at year-end was $103 million for the group.
Capricorn cleared its US$30 million junior debt facility two years ahead of schedule in May after pulling in US$81 million so far this year from EGPC. Later in May, Egypt’s petroleum minister signed off on the consolidated Western Desert concession agreement, which includes eight concessions where Capricorn holds a 50% stake with Cheiron.
Bidco plans to use Genel’s cash and fresh debt for the cash portion. There is also an unsecured acquisition bridge facility of up to US$125 million from The Mauritius Commercial Bank.
