According to the company’s website press release on February 1, 2023, further to the Partnership’s immediate report of January 15, 2023 (Ref. no.: 2023-01-006930), incorporated herein by way of reference, with respect to a transaction for a business combination with Capricorn Energy PLC (“Capricorn” and the “Transaction”, respectively), and to the Partnership’s immediate report of January 24, 2023 (Ref. no.: 2023-01-010953), incorporated herein by way of reference, regarding, inter alia, the resignation of seven (7) of nine (9) members of Capricorn’s board, the Partnership respectfully reports that, February 1, 2023, a meeting of Capricorn’s shareholders was held, which was convened at the request of Palliser Capital (UK) Ltd. (“Palliser”), which approved the appointment of six (6) new directors proposed by Palliser in place of the seven (7) directors who have resigned.
As stated in the previous reports, in view of these developments at Capricorn, the Partnership estimates that the likelihood of closing the Transaction has significantly decreased.
Caution concerning forward-looking information – The details presented in this report regarding the possibility of closing the Transaction constitute “forward-looking information”, as defined in the Securities Law, 5728-1968, which is based on estimates only which may not materialize, in whole or in part.
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.
