DNO ASA and its subsidiary DNO Bidco AS have confirmed that their cash offer for Capricorn Energy plc (CNE) has lapsed, following the failure to satisfy key scheme conditions before the 7 November 2026 Mini Long Stop Date. The announcement, released on 9 November 2026, marks the end of a court-sanctioned scheme of arrangement that had been structured under Part 26 of the Companies Act 2006. The revised offer had originally been announced on 17 September 2026 under Rule 2.7 of the Takeover Code. Investors in Capricorn Energy will be watching closely for any subsequent developments regarding the company's future ownership structure.

Key Points

  • Capricorn Energy plc (CNE) was the target of a cash acquisition bid by DNO ASA and DNO Bidco AS
  • DNO Bidco AS has confirmed the cash offer for Capricorn's entire issued and to be issued share capital has lapsed with effect from 9 November 2026
  • The Mini Long Stop Date was 7 November 2026; scheme conditions 2.1(b) and 2.2(b) were not satisfied by that date
  • Investors should monitor whether DNO or any other party makes a fresh approach to Capricorn Energy

DNO Bidco Invokes Mini Long Stop Date as Scheme Conditions Go Unsatisfied

DNO ASA and Bidco confirmed on 9 November 2026 that the DNO Scheme has lapsed after conditions 2.1(b) and 2.2(b), as set out in the Scheme Document published on 21 September 2026, were not satisfied by the Mini Long Stop Date of 7 November 2026. The Mini Long Stop Date was derived from the originally expected date of the Court Meeting and General Meeting — 16 October 2026 — plus 22 days. Bidco formally invoked that lapse condition, bringing the acquisition process to a close. The announcement states this lapse takes effect immediately from the date of publication.

Revised Offer Was Structured as a Court-Sanctioned Scheme Under Part 26 of the Companies Act 2006

The proposed acquisition had been structured as a scheme of arrangement requiring court sanction under Part 26 of the Companies Act 2006, a structure commonly used in UK public company takeovers. The revised terms were announced jointly by the boards of DNO, Bidco, and Capricorn on 17 September 2026 under Rule 2.7 of the Takeover Code. The Scheme Document setting out full terms was published on 21 September 2026. The offer covered the entire issued and to be issued share capital of Capricorn Energy. The company did not disclose the offer price or total transaction value in this lapse announcement.

Lambert Energy Advisory and Freshfields LLP Advised DNO and Bidco on the Failed Acquisition

Lambert Energy Advisory Limited, authorised and regulated by the Financial Conduct Authority, acted as exclusive financial adviser to DNO and Bidco throughout the acquisition process. Legal advice was provided by Freshfields LLP and Advokatfirmaet Thommessen AS. Brunswick Group served as PR adviser to DNO. The announcement confirms Lambert Energy's responsibilities extended solely to DNO and Bidco, and no duty of care is owed to other parties in connection with the transaction. With the scheme now lapsed, the advisory mandates associated with this specific offer are effectively concluded.