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Capricorn sets merger vote for Feb. 1, rejigs board of new firm

By Shadia Nasralla

LONDON (Reuters) -Capricorn Energy said on Friday the shareholder vote on its planned merger with Israel's NewMed Energy LP would be on Feb. 1, the same day as a vote triggered by activist shareholder Palliser wanting to oust Capricorn's leadership.

The British oil and gas producer added in a letter from its board that the transitional chairperson of the new entity would be Peter Kallos rather than Simon Thomson, the Capricorn chief executive and target of the activist shareholder, who was initially earmarked.

This means he would no longer have a role at the combined firm, which will focus on gas production in Israel and Egypt.

The new entity's board will include Yossi Abu, Newmed CEO, in that role at the new company and James Smith, Capricorn's finance chief, as chief financial officer.

It will also comprise as non-executive directors Alison Wood, Keith Lough, Rui de Sousa, Amit Lang, Gabriel Last and Leora Pratt Levin, Capricorn said.

Palliser, which is Capricorn's third-biggest shareholder and has spoken out against the proposed deal, last month called for a general meeting to vote on removing seven Capricorn directors from supervisory roles, including the CEO.

Among the people Palliser, which has received support from a number of other top shareholders, wants removed from Capricorn's board are Simon Thomson, James Smith, Peter Kallos, Keith Lough and Alison Wood.

Another current Capricorn board member, Nicoletta Giadrossi, does not feature on the merged company's board.

The vote on the merger is planned for 0900 GMT on Feb. 1, while a vote on Palliser's proposition to rejig Capricorn's board is scheduled for 1400 GMT on the same day, Capricorn said.

"We are stunned that... Capricorn's incumbent directors have desperately convened a general meeting to approve the NewMed transaction just hours ahead of the board change meeting called by Palliser," Palliser told Reuters.

Palliser puts its tally of support for its proposal to overhaul Capricorn's board at over 40% of shareholders.

The proposed deal values Capricorn at $338 million in addition to a $620 million special dividend. This compares with its market capitalisation of around $940 million on Friday.

When the planned all-share deal was announced in September, it offered 271 pence per ordinary share to Capricorn shareholders. With shifting share prices of both companies, this stood at 238 pence as of Jan. 11, Capricorn said.

Capricorn shares traded at around 243 pence on Friday.

(Reporting by Shadia Nasralla; Editing by Kirsten Donovan, Jonathan Oatis, David Evans and Deepa Babington)