LONDON, July 2, 2026, 09:26 BST
- London ran its normal equity session from 08:00 to 16:30 BST on Thursday. Hargreaves Lansdown quoted Capricorn at 342p/348p, up 20.1%. The FTSE All-Share gained 0.3%.
- Genel Energy is offering $4.74 per Capricorn share, or 357 pence, with $0.99 of that price a special dividend—about 21% of the overall value.
- 39.3% of Capricorn holders have committed to the scheme, but those deals can fall away if another offer beats the value by at least 6.5%.
Capricorn Energy PLC (LON:CNE) shares surged Thursday after Genel Energy PLC (LON:GENL) said it would buy the company for about $360 million. Still, Capricorn traded below the 357p offer, leaving a gap on execution, currency, and the special dividend. Hargreaves Lansdown’s delayed quote showed Capricorn at 342p/348p, up 58p, or 20.1%, from a prior 288p close. Volume was 696,562 shares.
The gap is important because the offer is split between cash and a dividend. Genel is putting up $3.75 a share for Capricorn, which is about 282p at the deal exchange rate. There’s also a $0.99 special dividend from Capricorn—around 75p, but that only pays out if the scheme goes through. Capricorn shares at 345p, based on the HL quote, traded roughly 3.4% under the 357p total deal value, but were about 22% higher than just the buyer’s cash part.
| Deal and market line | Figure |
|---|---|
| Total deal value | $4.74/share, or 357p |
| Buyer’s cash offer | $3.75/share, or 282p |
| Expected special dividend | $0.99/share, about 75p |
| Dividend part of full value | 20.9% |
| HL latest price quote | 342p/348p |
| Mid price below 357p terms | 12p, or 3.4% |
| Capricorn change vs HL price | +58p, or +20.1% |
| FTSE All-Share change on HL | +0.3% |
Capricorn said the planned payout would be around $75 million in total, or about 58% of its $129 million cash on hand as of May 31. The board thinks it should have enough cash under most scenarios, but said things beyond its control could prevent the full dividend. If the acquisition falls through, the dividend won’t be paid.
Capricorn CEO Randy Neely said the deal offers shareholders a “clear and efficient exit.” Genel chief executive Paul Weir said he expects the purchase to deliver “accretive cash flow and returns.” London South East
The foreign-exchange clause means some price risk is left. Capricorn holders can choose to take the $3.75 cash offer in sterling using a forex facility, but the payout could work out above or below 282p, depending on exchange rates and conversion fees. The planned dividend will also be paid in sterling, but at a later exchange rate.
The deal still needs a green light from both shareholders and Egyptian authorities. Capricorn said shareholders must approve the scheme with over half in number and at least 75% in value at the court meeting, and again with a special resolution passed by at least 75% at the general meeting. Genel and Bidco want approval from Egypt’s EGPC. If that approval doesn’t come by the long-stop date, Genel might ask the Takeover Panel for consent to enforce the Egyptian condition.
| Shareholder undertaking | Shares | Issued capital |
|---|---|---|
| Palliser Capital UK Ltd | 9,758,433 | 13.8% |
| Newtyn Management, LLC | 8,600,000 | 12.2% |
| Kite Lake Capital Management UK LLP | 5,630,814 | 8.0% |
| Madison Avenue Partners, LP | 3,759,796 | 5.3% |
| Randy Neely | 4,395 | 0.006% |
| Total | 27,753,438 | 39.3% |
Locked-up votes make it harder for any other bidder to win. Non-director undertakings won’t fall away if a higher bid shows up. They only break if a rival bid comes in at least 6.5% higher. With the deal at 357p, that means a competing offer needs to hit about 380p a share.
Capricorn was already in an offer period. The company said July 1 it had pushed the “put up or shut up” deadline for Alamadiyaf al-Masiyyah, a Cafani Group vehicle, to 5 p.m. London time on July 29, and there’s still no certainty of a firm offer. The next day, Genel said Capricorn had other approaches and that its own $360 million bid was viewed by the board as clearly better than the other credible offers. Stockopedia
Capricorn’s board cited share liquidity as another reason for the sale. The company said its low trading levels against peers may keep new investors away and make it tough for existing holders to cash out. HL counted 70.56 million shares outstanding, and the morning’s volume of 696,562 shares was just about 1% of that total.
Genel said after the deal the combined company would have pro-forma 2P reserves at 117 million barrels of oil equivalent and is projecting December 2025 exit production of 41,003 barrels a day, about half from Kurdistan and half from Egypt. Capricorn’s main assets are in Egypt’s Western Desert, where it struck a deal with EGPC in 2025 to combine eight 50:50 concessions into a single licence. Formal parliamentary sign-off was announced March 30.
Genel said it will use a mix of its current cash and new debt to pay for the acquisition and related costs. The company lined up an unsecured bridge loan for as much as $125 million from The Mauritius Commercial Bank. In another release earlier the same day, Genel said it brought in Pareto Securities to look into tapping an existing senior unsecured bond for general corporate use.
