Company Announcements

Glass Lewis Unanimously Recommends Capricorn Shareholders Vote AGAINST Proposed Merger with NewMed and FOR All Board Change Proposals

  • Second leading independent proxy advisor unanimously supports Palliser’s proposals
  • Glass Lewis joins ISS in recommending Capricorn shareholders vote AGAINST the proposed NewMed deal and FOR Palliser’s plan to reconstitute the board

LONDON--(BUSINESS WIRE)--Jan. 23, 2023-- Palliser Capital (“Palliser”), owner of 7.45% of the issued share capital of Capricorn Energy PLC (LSE: CNE) ("Capricorn" or the "Company"), today announced that Glass, Lewis & Co. (“Glass Lewis”) became the second leading independent proxy advisory firm to recommend that Capricorn shareholders vote AGAINST the proposed merger of Capricorn and NewMed Energy at the upcoming General Meeting on 1 February 2023. Glass Lewis also recommends that shareholders vote FOR all of Palliser’s proposed board change resolutions to remove seven incumbent directors, including the Chair and CEO, and appoint in their place six independent director candidates.

In its voting recommendation, Glass Lewis1 concluded that: “Palliser has presented a convincing case for rejecting the NewMed Transaction and for support of its proposed wholesale board changes at this time.”

Additional key points from its recommendation include:

Proposed NewMed Deal

  • “It's readily evident to us that the board’s two most recent negotiated transactions have left much to be desired among a significant portion of the Company’s shareholder base, as evidenced by the public criticisms expressed by Palliser and other shareholders, as well as by the recent trends in the Company’s share price.”
  • “…based on our own NAV contribution analysis, we do not believe the NewMed Transaction represents a reasonable exchange of value to the Company’s shareholders on its current terms.”

Board Reform

  • “…we also find that the Company has largely underperformed its industry peers in terms of TSR over various short-, medium- and long-term unaffected periods.”
  • “…we believe the Company’s standalone cost structure has significant room for improvement, and that Palliser has presented a reasonable near- to medium-term standalone plan that is worthy of further consideration at the board level.”
  • “…the Dissident Nominees have a reasonably well-rounded mix of relevant skills and experience that could be value-additive to the Company’s board. Further, each of the Dissident Nominees appears to be wholly independent of Palliser outside of their nominations.”

“The resounding support for Palliser’s proposals from both ISS and Glass Lewis, the two premier independent proxy advisory firms, makes clear there is a better path forward for Capricorn shareholders,” commented James Smith, Chief Investment Officer at Palliser Capital. “We urge shareholders to exercise their voting rights to enable a brighter future for Capricorn under a qualified leadership team who will make it their top priorities to maximise shareholder value and deliver real growth in Egypt.”

The recommendations from ISS and Glass Lewis endorse the views of over 40% of Capricorn shareholders who have already confirmed support for Palliser’s proposal through letters of intent, public statements and private comments, including Legal and General Investment Management (LGIM), Irenic Capital Management, VR Global Partners, Madison Avenue Partners, Kite Lake Capital and others.

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About Palliser

Palliser Capital is a London-based, global multi-strategy investment firm that applies a value-oriented investment philosophy across a range of strategies and asset classes throughout a variety of global markets. Founded in 2021, Palliser invests on behalf of its institutional investors, which include pension funds, endowments and foundations. Palliser Capital (UK) Limited is authorised and regulated by the UK Financial Conduct Authority.

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Source: Palliser Capital