Slaughter and May is advising Capricorn Energy plc on its recommended combination with NewMed Energy Limited Partnership

Slaughter and May is advising Capricorn Energy PLC on its proposed combination with NewMed Energy Limited Partnership, creating a MENA gas and energy champion and one of the largest upstream energy independents listed in London.

Capricorn is one of Europe’s leading independent upstream energy companies, headquartered in Edinburgh, UK. NewMed is a leading Israeli energy limited partnership, founded over 30 years ago, and has been a key partner in every major gas discovery made in the last thirty years in Israel’s EEZ, as well as in the first natural gas discovery made in Cyprus’s EEZ. 

It is intended that the combination will be effected by Capricorn acquiring all of the partnership interests in NewMed in consideration for the issue of new Capricorn shares to NewMed unitholders based on an exchange ratio of 2.337344 new Capricorn Shares for every NewMed participation unit. A cash special dividend of $620 million is also proposed to be paid to existing Capricorn shareholders (and relevant share scheme participants) immediately prior to the completion of the combination. On completion, Capricorn shareholders will hold approximately 10.3 per cent of the combined group and NewMed unitholders will hold approximately 89.7 per cent of the combined group.

The combined group will trade under the name NewMed Energy and expects to retain its existing premium listing on the London Stock Exchange. It also intends to implement a simultaneous listing on the Tel Aviv Stock Exchange, to take effect on or shortly after completion.

The combination is conditional on, among other things, approval by Capricorn shareholders and NewMed unitholders, obtaining required antirust and regulatory approvals and obtaining certain tax rulings.