NewMed Energy - Limited Partnership
(the "Partnership")
January 24, 2023
| Israel Securities Authority |
Tel Aviv Stock Exchange Ltd. |
| 22 Kanfei Nesharim Street |
2 Ahuzat Bayit Street |
| Jerusalem Via Magna
|
Tel Aviv Via Magna |
Dear Sir/Madam,
Re: Update regarding the Business Combination Transaction with Capricorn
Further to the immediate report of the Partnership of January 15, 2023 (Ref. no.: 2023-01-006930) which is incorporate herein by way of reference, regarding the business combination transaction with Capricorn Energy PLC ("Capricorn" and the "Transaction", respectively), the Partnership hereby respectfully announces that today, January 24, 2023, Capricorn released a report on the London Stock Exchange whereby: (a) Capricorn decided to adjourn Capricorn's shareholders meeting that was called for the purpose of approval of the Transaction, to February 22, 2023 (instead of February 1, 2023); (b) The shareholders meeting that was called at the request of Palliser Capital (UK) Ltd., for the replacement of the serving directors with new directors that were proposed by Palliser, will take place on time, on February 1, 2023; and (c) 5 (out of 9) members of the board of Capricorn, including the chairman of the board and the CEO, resigned immediately from the board, and it is also the intention of two other directors, including the CFO, to resign from the board before the meeting called at the request of Palliser, as aforesaid.
In its notification, Capricorn stated that the purpose for deferral of the meeting for approval of the Transaction, is to allow the new composition of the board of directors to examine the Transaction alongside other strategic alternatives. It is clarified that the Partnership did not give any consent to the decisions reported by Capricorn, and informed Capricorn that it reserves all of its rights in this regard under the agreement signed between the parties.
In view of these developments and the resignation of most of the Capricorn board members, the Partnership estimates that the probability for the closing of the Transaction has significantly decreased.
As stated in the immediate report of January 15, 2023, the Partnership continues to examine strategic alternatives, with the aim of maximizing value for the unit holders in the Partnership.
Caution concerning forward-looking information - The details presented herein regarding the possibility for closing the Transaction constitutes "forward-looking information", within the meaning of this term in the Securities Law, 5728-1968, which is based on estimates only that may not be realized, in whole or in part.
| Sincerely,
|
| NewMed Energy Management Ltd. The General Partner of NewMed Energy - Limited Partnership |
| By: Yossi Abu, CEO Sari Singer Kaufman, General Counsel, Senior VP
|
Ends
| NewMed Energy |
+972 (0) 9 9712424 |
| Yossi Abu |
|
| Guil Bashan |
|
| Nadav Perry |
|
| |
|
| J.P. Morgan (Financial Adviser to NewMed) |
+44 (0)20 7742 4000 |
| Yoni Hornik |
|
| Daniele Apa |
|
| Jamie Riddell |
|
| |
|
| Camarco |
+44 (0)20 3757 4980 |
| Billy Clegg |
|
| Owen Roberts |
|
| Violet Wilson |
|
This announcement is not intended to, and does not constitute, or form part of, an offer to sell or an invitation to purchase or subscribe for any securities or a solicitation of any vote or approval in any jurisdiction.
Information for US persons
The Transaction relates to the acquisition of an Israeli limited partnership and is proposed to be effected by means of a scheme of arrangement under the laws of Israel. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the US Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in Israel to schemes of arrangement, which differ from the requirements of US proxy solicitation or tender offer rules.
The Capricorn's new shares have not been, and will not be, registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the securities laws of any state or other jurisdiction of the United States. Accordingly, such shares may not be offered, sold or delivered, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or an exemption therefrom. Capricorn's new shares are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by Section 3(a)(10) thereof. Under applicable US securities laws, persons (whether or not US persons) who are or will be "affiliates" (within the meaning of the US Securities Act) of Capricorn or the Partnership prior to, or of Capricorn after, the consummation of the Transaction will be subject to certain US transfer restrictions relating to the Combined Company's shares received pursuant to the Scheme.
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