Palliser Capital (“Palliser”), owner of 7.45% of the issued share capital of Capricorn Energy PLC (CNE) ("Capricorn"), announced that Institutional Shareholder Services Inc. ("ISS"), a leading independent proxy advisory firm, has recommended that shareholders vote AGAINST the proposed merger of Capricorn and NewMed Energy at the upcoming General Meeting on 1 February 2023. ISS also recommends that shareholders vote FOR all of Palliser’s proposed board change resolutions to remove seven incumbent directors, including the Chair and CEO, and appoint in their place six independent director candidates: Hesham Mekawi, Chris Cox, Maria Gordon, Craig van der Laan, Richard Herbert and Tom Pitts.
Key statements by ISS1 in its voting recommendation AGAINST the NewMed deal and FOR Palliser’s entire proposed board slate include:
Proposed NewMed Deal
- “Given the lack of compelling strategic rationale, apparent low valuation and substandard sale process, a vote AGAINST the transaction is warranted.”
- “NewMed's proposal implies a change in control well below NAV, when investors could get exposure to most of the combined entity's equity story by simply buying NewMed shares.”
Board Reform
- “…a vote for the removal of the seven targeted incumbents and full support for the dissident slate is warranted.”
- “Despite billions in investments and divestments over a decade, we do not find evidence that Capricorn created any meaningful value for shareholders.”
- “Given the pervasive loss of faith in the Company’s leadership, and considering that partial change is unlikely to generate sufficient investor trust in a reconstituted board, there appears to be merit to the dissident’s call for a majority change at board level.”
- “The dissident candidates are independent and would make up their own minds as to the appropriate future direction. Their independence is not in doubt…”
“We appreciate the support of ISS in recognising the need for comprehensive change at Capricorn,” commented James Smith, Chief Investment Officer at Palliser Capital. “The actions of Capricorn’s Board have failed to address long-standing value and governance issues, culminating in the recommendation of two value destructive deals in the space of four months. Now it is up to all shareholders to enable a better path forward by voting against the transaction and for our slate of director nominees at the upcoming general meeting on 1 February.”
The recommendation from ISS endorses the views of over 40% of Capricorn shareholders who have already confirmed support for Palliser’s proposal through letters of intent, public statements and private comments, including Legal and General Investment Management (LGIM), Irenic Capital Management, VR Global Partners, Madison Avenue Partners, Kite Lake Capital and others.
