Highlights – LSE:CNE

• DNO Bidco invoked its long stop condition after Capricorn's meetings were not held by 7 November 2026.

• Genel Energy's increased offer values each Capricorn share at US$5.74, including a 99-cent special dividend.

• Capricorn's board switched its recommendation to Genel in September, citing superior value, certainty and deliverability.

• A final Egyptian regulatory condition and court sanction still stand between Genel and completion of the deal.

A Takeover tussle that once pitted two suitors against each other has formally lost one of its contenders. On Monday morning, 9 November 2026, Capricorn Energy (LSE: CNE) and Norwegian producer DNO each published notices confirming that DNO's cash offer for the Edinburgh-based oil and gas group had lapsed, leaving Genel Energy's higher-value scheme as the only live route to a sale of the Egypt-focused business.

What was announced

DNO ASA and its Acquisition vehicle, DNO Bidco AS, said Bidco's revised cash offer, made on 17 September 2026 and structured as a court-sanctioned scheme of arrangement, had lapsed with effect from the announcement. That scheme required Capricorn's court meeting and general meeting to be held by a so-called Mini Long Stop Date of 7 November 2026. Because conditions 2.1(b) and 2.2(b) in the scheme document were not satisfied by that date, Bidco invoked the long stop condition. Capricorn released its own lapse notice at 07:00 alongside DNO's statement.

How the contest unfolded

The outcome caps a busy autumn for one of the more closely watched energy names among UK shares. Capricorn's board backed DNO's approach in early September, at about US$5.214 per share, or roughly US$396 million. Genel came back on 25 September with an increased package of US$4.75 in cash plus a permitted Special Dividend of 99 US cents, valuing each Capricorn share at US$5.74 and the company at approximately US$436 million on a fully diluted basis.

Capricorn's directors withdrew their recommendation of the DNO offer with immediate effect, saying Genel's increased proposal offered "superior value, certainty and deliverability relative to the DNO Offer". DNO said on 28 September that its offer would not be increased, citing a "highly disciplined approach" to mergers and acquisitions. On 16 October, Capricorn adjourned the DNO court and general meetings indefinitely, which explains why the long stop condition could not be met.

The Genel deal in numbers

Genel's offer is being implemented through Genel Energy No.9 Limited by way of a Scottish scheme of arrangement under Part 26 of the Companies Act 2006. Capricorn stated that the US$5.74 total represented a premium of about 63% to its undisturbed closing price of 266p on 10 March 2026, and about 10% above the value of the DNO offer. Irrevocable undertakings held by Genel cover roughly 39.1% of Capricorn's share capital.

Shareholders had already approved the original Genel scheme at court and general meetings in August. A supplementary letter published on 9 October said no further Shareholder meetings were needed for the increased terms.

Conditions still outstanding

The Egyptian Competition Authority cleared the deal on 7 September 2026, satisfying the Egyptian Merger Condition. A separate Egyptian Condition remains the final outstanding regulatory requirement, and both parties said they expected it to be met in the fourth quarter of 2026, after which the scheme can become effective. Court sanction is also still required. Any slippage in Egypt or at the sanction stage would push back the timetable, and the 99-cent special dividend is expected to be declared before the effective date rather than paid immediately.

What investors may watch next

Market participants tracking takeover situations on the London Stock Exchange are likely to focus on updates on the Egyptian Condition, the date of the court sanction hearing, and confirmation of record and payment dates for the special dividend. For reference, on the morning of 28 September 2026 Capricorn shares traded 4.7% lower at 429p, giving a Market Value of about £306.3 million.

One bidder, one remaining hurdle

With DNO's offer formally closed, the question of Capricorn's ownership now rests on a single bidder and one outstanding regulatory sign-off. The lapse notices tidy up a procedural loose end that had lingered since October, and the next milestones sit squarely within Genel's scheme timetable.