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ISS says Capricorn shareholders should support Capricorn board overhaul

By Shadia Nasralla

LONDON (Reuters) -Capricorn shareholders should vote to remove its chief executive and six other directors from the board on Feb. 1, shareholder proxy adviser Institutional Shareholder Services (ISS) has recommended in a document seen by Reuters on Thursday.

The proposal has been put forward by activist shareholder Palliser, which also opposes Capricorn's planned merger with Israeli gas producer NewMed, a deal shareholders will be asked to vote on a few hours ahead of the vote on the board.

"A vote for the removal of the seven targeted incumbents and full support for the dissident slate is warranted," ISS said, adding it recommended a vote against the NewMed merger plans.

"Capricorn has failed to create meaningful value over the long term for shareholders ... The NewMed tansaction does not appear compelling for Capricorn shareholders based on public information."

Palliser has put its tally of support for its proposals to overhaul the board at over 40% of shareholders, including some of Capricorn's biggest shareholders which have already declared their voting intentions.

"The merger itself will be proposed for voting at a separated shareholder meeting, which makes the proposal of rejecting the merger by taking over the board redundant. On this basis, opposition is recommended," PIRC said.

It also said neither Capricorn, nor Palliser had made a clear argument as to how the firm would invest to fit into the transition to a low carbon energy system.

"Upon the merger, Capricorn will hold a stake of Leviathan, one of the largest gas fields in the Mediterranean Sea, and it is hard to see how this will be linked with decoupling from fossil fuels."

Both votes on Feb. 1 will be decided by a simple majority of shares represented at the meeting.

(Reporting by Shadia Nasralla; Editing by Elaine Hardcastle and Mark Potter)