Palliser Acknowledges Capricorn Announcement Concerning Board Changes and Adjourned NewMed Vote
The resignations follow mounting pressure from shareholders representing more than 40% of Capricorn’s outstanding shares, including Palliser as a 7.45% shareholder, who have lost confidence in the judgment and priorities of the incumbent directors. The resignations also follow the unanimous recommendations of leading independent proxy advisory firms Institutional Shareholder Services Inc. (“ISS”) and Glass, Lewis & Co. (“Glass Lewis”) in favour of Palliser’s proposal to remove seven incumbent Capricorn Board directors, including those whose resignations were announced this morning, and appoint six highly qualified independent director candidates in their place.
Capricorn also announced a transition plan for two additional Board members: CFO James Smith and Keith Lough, both of whom intend to step down from the Board in advance of the 1 February general meeting requisitioned by Palliser. Once completed, the transition will mark the departure of all incumbent directors Palliser had called to be removed from the Board.
Additionally, Capricorn announced that the incumbent directors intend to adjourn the shareholder vote on the proposed NewMed combination from 1 February until 22 February. Palliser believes that the proposed three-week adjournment creates another artificial deadline, which is neither required under the terms of the Business Combination Agreement nor provides the newly constituted Board sufficient time to conduct a thorough and meaningful strategic review. Palliser notes that regardless of the intended adjournment, both ISS and Glass Lewis have already provided clear recommendations to Capricorn shareholders to vote AGAINST the proposed transaction with NewMed.
“We welcome the Board’s decision to step aside and enable a better path forward for Capricorn,” said a representative from Palliser. “We are confident that today’s announcement marks the first step towards governance reform and a new leadership team focused on optimising value and delivering real growth in Egypt.”
For more information on Palliser’s engagement with Capricorn, visit www.ReformCapricorn.com.
Palliser Capital is a London-based, global multi-strategy investment firm that applies a value-oriented investment philosophy across a range of strategies and asset classes throughout a variety of global markets. Founded in 2021, Palliser invests on behalf of its institutional investors, which include pension funds, endowments and foundations. Palliser Capital (UK) Limited is authorised and regulated by the UK Financial Conduct Authority.