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Lister Square - NOTICE OF COURT MEETING
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NOTICE OF COURT MEETING
CAPRICORN ENERGY PLC
Company Number: SC226712
NOTICE IS HEREBY GIVEN that, by an order dated 15 September 2026 (the "Order"), the Court of Session in Edinburgh (the "Court") has directed that a meeting (the "Court
Meeting") be convened of the Scheme Shareholders (as defined in the Scheme referred to below) for the purpose of considering and, if thought fit, approving (with or without
modification) a scheme of arrangement (the "Scheme") pursuant to Part 26 of the Companies Act 2006 (the "Companies Act") proposed to be made between Capricorn Energy
PLC (the "Company"), a public limited company incorporated in Scotland with company number SC226712 and with its registered office at Quartermile Two, 2 Lister Square,
Edinburgh, United Kingdom, EH3 9GL, and the Scheme Shareholders (as defined in the Scheme) and that the Court Meeting will be held at the offices of Ashurst Perkins Coie UK
LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW on 13 October 2026 at 1.00 p.m.
At the Court Meeting, the following resolution will be proposed:
"THAT the scheme of arrangement dated 17 September 2026 (the "Scheme"), between the Company and the holders of Scheme Shares (as each defined in the Scheme), a copy of
which has been produced to this meeting and, for the purposes of identification, initialled by the Chair of this meeting, in its original form or with or subject to any modification,
addition or condition agreed by the Company and Bidco (as defined in the Scheme) and approved or imposed by the Court, be approved and the directors of the Company (or a
duly authorised committee thereof) be authorised to take all such actions as they may consider necessary or appropriate for carrying the Scheme into effect."
A copy of the circular (the "Circular") incorporating the Scheme and the explanatory statement required to be furnished pursuant to section 897 of the Companies Act has been
published and is available for Scheme Shareholders from the Company's website at
https://www.capricornenergy.com/investors/
and hard copies are being sent to those Scheme
Shareholders who have previously requested to receive hard copy communications from the Company. Further copies of the Circular may be obtained by any Scheme Shareholder
by contacting the Company's registrars, Equiniti Limited ("Equiniti") at Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 6DA or between 8.30
a.m. and 5.30 p.m. (London time) Monday to Friday (except UK public holidays) on +44 (0) 371 384 2873. Calls outside the United Kingdom will be charged at the applicable
international rate. Unless the context requires otherwise, any capitalised term used but not defined in this notice shall have the meaning given to such term in the Circular.
Voting on the resolution will be by poll, which shall be conducted as the chair of the Court Meeting may determine.
By the Order, the Court has appointed Maria Gordon or, failing her, any director of the Company to act as chair of the Court Meeting, and has directed the chair of the Court
Meeting to report the result thereof to the Court.
For the Court Meeting (or any adjournment thereof) to be properly convened, a quorum of two persons entitled to vote on the business to be transacted, each being a Scheme
Shareholder, the proxy of a Scheme Shareholder or (in the case of a Scheme Shareholder which is a corporation) a duly authorised corporate representative must be present.
The Scheme is subject to the satisfaction, or where permitted, waiver, of the Conditions (as defined in the Circular), including the approval of the Scheme by Scheme Shareholders
at the Court Meeting, the passing of the Resolution (as defined in the Circular) at the General Meeting (as defined in the Circular), and the subsequent sanction of the Scheme by
the Court and delivery or registration of the Court Order with the Registrar of Companies.
Dated: 17 September 2026
Ashurst Perkins Coie UK LLP, London Fruit & Wool Exchange, 1 Duval Square, London E1 6PW. English solicitors for the Company
Shepherd and Wedderburn LLP, 9 Haymarket Square, Edinburgh EH3 8FY. Scottish solicitors for the Company
Information for Scheme Shareholders
To be entitled to attend and vote at the Court Meeting (and for the purpose of the determination by the Company of the votes they may cast), Scheme Shareholders must be registered
in the register of members of the Company as at 6.30 p.m. on 9 October 2026 or, if the Court Meeting is postponed or adjourned, 6.30 p.m. on the date which is two business days
prior to the date fixed for any such postponed or adjourned meeting. In each case, changes to the register of members of the Company after 6.30 p.m. on the relevant date will be
disregarded in determining the right to attend and vote at the Court Meeting.
Scheme Shareholders are entitled to appoint a proxy in respect of some or all of their Scheme Shares. A proxy need not be a member of the Company or a Scheme Shareholder. Not
more than one proxy may be appointed in respect of each Scheme Share. If more than one proxy appointment is made in respect of the same Scheme Shares, the last one received
by the registrars of the Company shall be accepted.
In the case of Scheme Shareholders who hold their Scheme Shares jointly ("Joint Holders"), the vote of the senior who tenders a vote, whether in person or by proxy, will be
accepted to the exclusion of the vote(s) of the other Joint Holder(s) and, for this purpose, seniority will be determined by the order in which the names of the Joint Holder(s) are
included in the register of members of the Company (the first-named being the most senior).
In order to be valid, a completed and signed BLUE Form of Proxy (as defined in the Circular) for use at the Court Meeting must be lodged with the Company's registrars, Equiniti,
at Highdown House, Yeoman Way, Worthing, West Sussex, United Kingdom, BN99 6DA no later than 1.00 p.m. on 9 October 2026 (or, in the case of a postponed or adjourned
meeting, no later than 48 hours (excluding any part of a day that is not a working day) before the time of the postponed or adjourned meeting), all in accordance with the instructions
printed on the Forms of Proxy. Alternatively, a BLUE Form of Proxy for use at the Court Meeting may be handed to: (i) a representative of the Company's registrars, Equiniti, on
behalf of the chair of the Court Meeting; or (ii) the chair of the Court Meeting at and before the start of the Court Meeting (or, if the Court Meeting is adjourned, at and before the
start of that adjourned meeting).
As an alternative to completing and returning the printed BLUE Form of Proxy for use at the Court Meeting, Scheme Shareholders may register the appointment of a proxy
electronically by logging on to the following website:
Full details of the procedure are given on the website. For an electronic proxy appointment to be valid,
the appointment must be received by the Company's registrars, Equiniti no later than 1.00 p.m. on 9 October 2026 (or, in the case of a postponed or adjourned meeting, not less
than 48 hours (excluding any part of a day that is not a working day) prior to the time and date set for the postponed or adjourned meeting). If you have not appointed a proxy
electronically by such time, you may complete the BLUE Form of Proxy and hand it to (i) a representative of the Company's registrars, Equiniti, on behalf of the chair of the Court
Meeting; or (ii) the chair of the Court Meeting, at and before the start of the Court Meeting (or, if the Court Meeting is adjourned, at and before the start of that adjourned meeting).
Scheme Shareholders who hold Scheme Shares through CREST and who wish to appoint a proxy through the CREST Electronic Proxy Service may do so for the Court Meeting
and any adjournment(s) thereof by using the procedures described in the CREST Manual (available at
). In order for a proxy appointment or instruction made
using the CREST service to be valid, the appropriate CREST message (the "CREST Proxy Instruction") must be properly authenticated in accordance with the specifications of
Euroclear UK & International Limited ("Euroclear") and must contain the information required for such instructions, as described in the CREST Manual. The message, regardless
of whether it constitutes the appointment of a proxy or is an amendment to the instruction given to a previously appointed proxy, must, in order to be valid, be transmitted so as to
be received by Equiniti (under CREST participant ID RA19) by 1.00 p.m. on 9 October 2026 or, in the case of a postponed or adjourned meeting, not later than 48 hours (excluding
any part of a day that is not a working day) before the time of the postponed or adjourned Court Meeting. For this purpose, the time of receipt will be taken to be the time (as
determined by the time stamp applied to the message by the CREST Applications Host) from which Equiniti is able to retrieve the message by enquiry to CREST in the manner
required by CREST. After this time, any change of instructions to proxies appointed through CREST should be communicated to the appointee through other means. CREST
members and, where applicable, their CREST sponsors or voting service provider(s) should note that Euroclear does not make available special procedures in CREST for any
particular messages. Normal system timings and limitations will therefore apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member
concerned to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service provider(s), to procure that his or her CREST
sponsor or voting service provider(s) take(s)) such action as shall be necessary to ensure that a message is transmitted by means of the CREST system by a particular time. For this
purpose, CREST members and, where applicable, their CREST sponsors or voting service provider(s) are referred, in particular, to those sections of the CREST Manual concerning
practical limitations of the CREST system and timings. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set out in regulation 35(5)(a) of the
Uncertificated Securities Regulations 2001.
If you are a Scheme Shareholder and an institutional investor, you may be able to appoint a proxy electronically via the Proxymity platform. For further information regarding
Proxymity, please go to
For an electronic proxy appointment via the Proxymity platform to be valid, the appointment must be received by Equiniti no later than
1.00 p.m. on 9 October 2026 (or, in the case of a postponed or adjourned meeting, not less than 48 hours (excluding any part of a day that is not a working day) prior to the time
and date set for the postponed or adjourned meeting). Before appointing a proxy via this process, Scheme Shareholders will need to have agreed to Proxymity's associated terms
and conditions. It is important that Scheme Shareholders read these carefully as they will be bound by them and they will govern the electronic proxy appointment. An electronic
proxy appointment via the Proxymity platform may be revoked completely by sending an authenticated message via the platform instructing the removal of your proxy vote.
The completion and return of a BLUE Form of Proxy, or the appointment of proxies through CREST or online through Shareview or by any other procedure described in this notice
or set out in the BLUE Form of Proxy, will not preclude a Scheme Shareholder from attending and voting in person at the Court Meeting, or any adjournment thereof.
Any Scheme Shareholder that is a corporation may appoint, in writing, one or more persons to act as its corporate representatives at the Court Meeting, who may exercise on its
behalf all of its powers as a Scheme Shareholder, provided that, in the case of more than one corporate representative having been appointed, if they purport to exercise the power
to vote in the same way as each other, the chair of the Court Meeting shall treat the power to vote as having been exercised in that way, and in other cases the chair of the Court
Meeting shall treat the power to vote as not having been exercised. The chair of the Court Meeting may require a corporate representative to produce to the registrars of the Company
their written authority to attend, speak and vote at the Court Meeting at any time before the start of the Court Meeting. The corporate representative shall not be entitled to exercise
the powers conferred on them by the Scheme Shareholder until any such demand has been satisfied.
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