Capricorn will issue a shareholder circular later today (the “Circular“) regarding the proposed reimbursement of US$500 million of proceeds received in connection with the resolution of the Company’s tax litigation with the Indian government (the “Indian Tax Refund“) after approval of the Circular by the Financial Conduct Authority (the “CIF“).

As announced on February 24, 2022, Capricorn has received a tax refund from the Government of India of approximately INR 79 billion (USD 1.06 billion), under the India Taxation (Amendment) Act 2021 (the “Act 2021The refund constitutes the resolution of a historic dispute between Capricorn and the Indian government, dating back to a January 2014 retrospective tax claim and subsequent asset seizure in connection with Cairn India’s 2007 initial public offering. Limited On 3 November 2021, following a successful dispute between Capricorn under the UK-India Bilateral Investment Treaty and the passage of the Indian Parliament Act 2021, Capricorn announced that it had entered into agreements with the Indian government, which would result in the cancellation of the tax assessment initially imposed on it and the reimbursement of the capital collected from it under this assessment.

The Company believes that with the receipt of the Indian tax refund, it is well positioned to continue to deliver its differentiated business model of returning value to shareholders while creating sustainable cash flow generation and growth. . Capricorn plans to return up to US$700 million of Indian tax refund proceeds to shareholders. After consultation with its shareholders and in order to provide them with flexibility, Capricorn proposes to repay up to US$500 million via a tender offer, on the terms described below and in the circular to be issued later. during the day. The remaining sum of up to US$200 million is to be returned through an ongoing share buyback program to provide shareholders with a continuous and value-accelerating return of capital.

Structure of the public offer

The Tender Offer will be open to all eligible Capricorn shareholders who may choose the price at which they wish to tender their shares for purchase within a range of prices based on and expressed by reference to the mid-market price at which the shares trade (known as “volume weighted average price” Where “VWAP“) within five trading days up to and including the closing date of the Public Offer. Eligible shareholders may alternatively choose to tender their shares at the compensation exercise price of the Public Offer.

As further explained in the circular, VWAP-based prices within the price range will extend from:

• the price based on the VWAP (the “Minimum price“); for

• a price 5% higher than the price based on the VWAP (the “Maximum price“).

Following the closing of the tender offer, an offsetting exercise price will be selected which will allow for the most efficient distribution of the US$500 million. To the extent that the Company would not receive sufficient participation in the Tender Offer to enable it to fully deploy the US$500 million, it plans to consider returning the balance to shareholders in the form of a special dividend. .

Calendar

The circular contains further details of the tender offer and a notice of a general meeting of Capricorn to be held at 50 Lothian Road, Edinburgh EH3 9BY at 10.00 a.m. (GMT) on March 25, 2022 (the “General Assembly“) to review and approve the Public Offer.

The provisional calendar of the main events related to the General Meeting is planned as follows:

Availability of the Circular

The circular will soon be submitted to the FCA’s National Storage Mechanism and will be available for inspection on its website at https://data.fca.org.uk/#/nsm/nationalstoragemechanism.

The circular will also be available for viewing later today at https://www.capricornenergy.com/investors/results-reports-and-presentations.

General assembly

Capricorn is able to facilitate the attendance of shareholders in person at the General Meeting.

If Shareholders wish to attend in person, Capricorn asks Shareholders to pre-register their intention to attend the General Meeting by emailing [email protected]

The Company continues to monitor government guidelines regarding COVID and in the event of any tightening of measures or restrictions relating to travel and public gatherings prior to the date of the General Meeting, Capricorn will consider whether it is appropriate, safe and legally permissible to restrict the attendance of shareholders at the General Meeting. If so, an update will be given on Capricorn’s website (www.Capricornenergy.com/investors/) and by separate announcement via the London Stock Exchange’s Regulatory Information Service. Shareholders should monitor the Company’s website to ensure that they are aware of any updates.

The board remains committed to giving shareholders the opportunity to engage with the board. If Shareholders have any questions for the Board prior to the General Meeting, these may be emailed to [email protected] The Board will endeavor to address the key themes of these questions on the company’s website as soon as possible.

Definitions referenced in this announcement have the same meaning as given in the Circular published today, unless otherwise specified.

Requests to:

Analysts/Investors
David Nisbet, Corporate Affairs
Tel: 0131 475 3000

Media
Jonathan Milne/Linda Bath, Corporate Affairs
Tel: 0131 475 3000

Patrick Handley, David Literick, Brunswick Group LLP
Tel: 0207 404 5959

About Capricorn Energy PLC

Capricorn is one of Europe’s leading independent upstream energy companies, headquartered in Edinburgh, UK.

Historically, we have discovered, developed and produced oil and gas in multiple contexts around the world. Today, we are focused on growing our current gas and liquids production base through development and exploration, with the ambition to use our strong balance sheet to expand this production base into other markets. attractive and to commercialize exploration resources.

We adhere to high sustainability standards; we are investing to keep our portfolio competitive through rigorous energy transition scenarios and we are committed to achieving net zero carbon emissions by 2040.

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