The boards of directors of Tullow Oil PLC (“Tullow”) and Capricorn Energy PLC (“Capricorn”) are pleased to announce that they have reached agreement on the terms of a recommended all-share combination of Tullow and Capricorn (the “Combination”) to create the Combined Group.
It is intended that the Combination will be implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act, where Tullow will acquire all of the issued and to be issued Capricorn Shares.
Under the terms of the Combination, each Capricorn Shareholder will be entitled to receive: for each Capricorn Share: 3.8068 New Tullow Shares On completion of the Combination, Capricorn Shareholders will hold approximately 47 per cent. of the Combined Group and Tullow Shareholders will hold approximately 53 per cent. of the Combined Group.
The Boards of Tullow and Capricorn believe the Combination has compelling strategic, operational, and financial rationale, with the ability to deliver substantial benefits to shareholders, host nations and other stakeholders.
The Combination represents a unique opportunity to create a leading African energy company, listed in London, with the financial
flexibility and human resource capability to access and accelerate near-term organic growth, add new reserves and resources cost-effectively, generate significant future returns for shareholders, and pursue further consolidation. The Combined Group is committed to building a sustainable future through responsible oil and gas development, in close partnership and collaboration with joint venture partners and host governments.
The Boards of Tullow and Capricorn believe this Combination will create a leading African energy company with a material and diversified asset base and a portfolio of investment opportunities delivering visible production growth.
The Combined Group provides shareholders with a diversified pan-African upstream portfolio underpinned by low-cost producing assets, with a deep portfolio of incremental high return investment opportunities in Ghana, Egypt, Gabon and Côte d’Ivoire.
Capricorn’s Egypt portfolio provides significant opportunity to deliver selffunded growth production via infill drilling and low-cost exploration to sustain the resource base over time, whilst championing electrification and decarbonisation initiatives.
The major resource development project in Kenya provides additional growth and value creation optionality. The substantial prospective resource base in Guyana and Mauritania provides material potential upside with limited capital exposure. Pro forma reserves and resources of 343mmboe and 696mmboe with 2021A production of 96kboe/d positions the Combined Group as one of the largest, listed independent African focused energy companies today Monday June 6.