Investor Presentation • Sep 29, 2022
Investor Presentation
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Investor Presentation
29 September 2022


NOT FOR RELEASE, PRESENTATION, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION.
This presentation has been prepared by NewMed Energy Limited Partnership ("NewMed") and Capricorn Energy plc ("Capricorn") in connection with the proposed recommended combination of NewMed and Capricorn (the "Recommended Combination"). These slides do not purport to contain all the information that may be necessary or desirable to fully and accurately evaluate NewMed, Capricorn or the business prospects of the Recommended Combination. The information set out in this presentation is not intended to form the basis of any contract. By attending (whether in person, by telephone or webcast) this presentation or by reading the presentation slides, you agree to the conditions set out below. This presentation (including any oral briefing and any question-and-answer in connection with it) is not intended to, and does not constitute, represent or form part of any offer, invitation or solicitation of any offer to purchase, otherwise acquire, subscribe for, sell or otherwise dispose of, any securities or the solicitation of any vote or approval in any jurisdiction. No shares are being offered to the public by means of this presentation. You should conduct your own independent analysis of NewMed, Capricorn and the Recommended Combination, including consulting your own independent advisers in order to make an independent determination of the suitability, merits and consequences of the Recommended Combination. You should not base any behaviour in relation to financial instruments related to NewMed's or Capricorn's securities or any other securities and investments on information contained in this presentation until after such information is made publicly available by NewMed or Capricorn or any of their advisers. Any dealing or encouraging others to deal on the basis of such information may amount to insider dealing under the Criminal Justice Act 1993 and/or market abuse under the Market Abuse Regulation (and/or, as applicable, such regulation as it forms part of the domestic UK law by virtue of section 3 of the European Union (Withdrawal) Act 2018 as amended from time to time). The release, presentation, publication or distribution of this presentation in jurisdictions other than the United Kingdom may be restricted by law and therefore any persons who are subject to the laws of any jurisdiction other than the United Kingdom should inform themselves about and observe any applicable requirements. Any failure to comply with applicable requirements may constitute a violation of the laws and/or regulations of any such jurisdiction. This presentation is being made available only to persons who fall within the exemptions contained in Article 19 and Article 49 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and persons who are otherwise permitted by law to receive it. This presentation is not intended to be available to, and must not be relied upon, by any other person.
None of NewMed, Capricorn, their shareholders, subsidiaries, affiliates, associates, or their respective directors, officers, partners, employees, representatives and advisers (the "Relevant Parties") makes any representation or warranty, express or implied, as to the accuracy or completeness of the information contained in this presentation, or otherwise made available, nor as to the reasonableness of any assumption contained herein or therein, and any liability therefore (including in respect of direct, indirect, consequential loss or damage) is expressly disclaimed. Nothing contained herein or therein is, or shall be relied upon as, a promise or representation, whether as to the past or the future and no reliance, in whole or in part, should be placed on the fairness, accuracy, completeness or correctness of the information contained herein or therein. Further, nothing in this presentation should be construed as constituting legal, business, tax, actuarial, financial or other specialist advice. None of the Relevant Parties has independently verified the material in this presentation. No statement in this presentation (including any statement of estimated synergies) is intended as a profit forecast or estimate for any period and no statement in this presentation should be interpreted to mean that cash flow from operations, free cash flow, earnings, earnings per share or income on a clean current cost of supplies basis for NewMed or Capricorn or the combined group, as appropriate, for the current or future financial years would necessarily match or exceed the historical published cash flow from operations, free cash flow, earnings, earnings per share or income on a clean current cost of supplies basis for NewMed or Capricorn, as appropriate.
Statements of estimated cost savings and synergies relate to future actions and circumstances which, by their nature, involve risks, uncertainties and contingencies. As a result, the cost savings and synergies referred to may not be achieved, may be achieved later or sooner than estimated, or those achieved could be materially different from those estimated. For the purposes of Rule 28 of the City Code on Takeovers and Mergers ("City Code"), quantified financial benefits statements which may be contained in this presentation are the responsibility of the relevant party. Neither Capricorn nor its directors will be responsible for any quantified financial benefits statement, or any statement on synergies or any information set out in this presentation relating to NewMed or its group. Neither NewMed nor its directors will be responsible for any information set out in this presentation relating to Capricorn or its group. Neither the quantified financial benefits statement nor any other statement in this presentation should be construed as a profit forecast or interpreted to mean that the combined group's earnings in the first full year following implementation of the Recommended Combination, or in any subsequent period, would necessarily match or be greater than or be less than those of NewMed or Capricorn for the relevant preceding financial period or any other period. The bases of belief, principal assumptions and sources of information in respect of any quantified financial benefit statement are set out in the announcement published or to be published in connection with the Recommended Combination. As a result of rounding, the totals of data presented in this presentation may vary slightly from the actual arithmetic totals of such data.
This document may contain certain 'forward-looking statements' with respect to NewMed's, Capricorn's or the combined group's plans and their current goals and expectations relating to future financial condition, performance, results, strategy and objectives. For example, statements containing words such as 'may', 'will', 'should', 'continue', 'aims', 'estimates', 'projects', 'believes', 'intends', 'expects', 'plans', 'pursues', 'seeks', 'targets', 'goals', 'risks', 'outlook' and 'anticipates', and words of similar meaning, may be forwardlooking. By their nature, all forward-looking statements involve risk and uncertainty because they are based on information available at the time they are made, including current expectations and assumptions, and relate to future events and circumstances which may be or are beyond NewMed or Capricorn's control. As a result, NewMed or Capricorn's actual future financial condition, performance and results may differ materially from the plans, goals, strategy and expectations set forth in the forward-looking statements. Persons receiving this document should not place undue reliance on forward-looking statements. For a discussion of important factors which could cause actual results to differ from forward looking statements relating to NewMed, refer to NewMed's Annual Report and Accounts for the year ended 31 December 2021. For a discussion of important factors which could cause actual results to differ from forward looking statements relating to Capricorn, refer to Capricorn's Annual Report and Accounts for the year ended 31 December 2021. Neither NewMed nor Capricorn undertake any obligation to update any of the forward-looking statements contained in this document or any other forward-looking statements it may make. Past performance is not an indicator of future results and the results of NewMed and Capricorn in this document may not be indicative of, and are not an estimate, forecast or projection of, NewMed, Capricorn, or the combined group's future.


The new Capricorn shares have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the "U.S. Securities Act") or under the securities laws of any state or other jurisdiction of the United States. Accordingly, the new Capricorn shares may not be offered, sold or delivered, directly or indirectly, in or into or from the United States absent registration under the U.S. Securities Act or an exemption therefrom. The new Capricorn shares are expected to be issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act provided by Section 3(a)(10) thereof. Under applicable U.S. securities laws, persons (whether or not U.S. persons) who are or will be "affiliates" (within the meaning of the U.S. Securities Act) of Capricorn or NewMed prior to, or of Capricorn after, the consummation of the Recommended Combination will be subject to certain U.S. transfer restrictions relating to the New Capricorn shares received pursuant to the Scheme.
The Recommended Combination will be subject to UK and Israeli procedural and disclosure requirements and practices, which differ from those of the United States.
The Recommended Combination relates to the acquisition of an Israeli limited partnership and is proposed to be effected by means of a scheme of arrangement under the laws of Israel. A transaction effected by means of a scheme of arrangement is not subject to proxy solicitation or tender offer rules under the U.S. Exchange Act. Accordingly, the Scheme is subject to the disclosure requirements, rules and practices applicable in Israel to schemes of arrangement, which differ from the requirements of U.S. proxy solicitation or tender offer rules.
The financial information herein has been prepared in accordance with IFRS and may not be comparable to financial information of companies whose financial statements are prepared in accordance with U.S. GAAP.
It may be difficult for U.S. holders to enforce their rights and claims arising out of the U.S. federal securities laws, since Capricorn and NewMed are located in countries other than the United States, and some or all of their officers and directors may be residents of countries other than the United States. U.S. holders may not be able to sue a non-U.S. company or its officers or directors in a non-U.S. court for violations of the U.S. securities laws. Further, it may be difficult to compel a non-U.S. company and its affiliates to subject themselves to a U.S. court's judgment.
This presentation is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any offer, solicitation or sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
This presentation should be read in conjunction with the announcement made or to be made by NewMed and Capricorn, the prospectus and shareholder circular to be published by Capricorn and any other relevant documents relating to the Recommended Combination published by NewMed and/or Capricorn, which are available or will be made available in due course at www.capricornenergy.com or via other means as required or appropriate. Any decision taken in relation to the Recommended Combination should only be taken by reference to the information set out in (or otherwise incorporated by reference into) such documents.



✓ Led Leviathan and Tamar developments





Source: Partnership information
6 1 Based on NewMed issued share capital (pre-dilution) of 1,174m, Capricorn issued share capital (pre-dilution) of 315mm, exchange ratio of 2.3373x. 2 Proposed pre-completion special dividend of \$620m paid to Cleopatra's existing shareholders and to participants in certain of Cleopatra's share plans, of a cash sum in settlement of their "dividend equivalent" rights. 3 Based on NewMed GBP closing price of £2.30/sh as of 28 September 2022 and exchange ratio of 2.3373x. 4 Based on Capricorn GBP share price of £2.40 on 28 September 2022. 5 Based on £0.99 exchange value per share and theoretical Capricorn GBP share price ex-dividend of £0.68.







9
Largest European independent gas and energy company by resources

Source: Partnership information; Note: European independent energy peers include Harbour Energy, AkerBP, Energean, Kosmos and Neptune. BCF = 0.167 Mmboe
¹ Year end 2021 CPR. Boe include Capricorn oil 2P and 2C. 2 Comprised fully of Leviathan's 45.34% working interest; 3 Unlevered free cash flow for existing producing assets, according to Leviathan NSAI report as of December 2021 and Capricorn estimate. 4 Calculated as proforma post dividend net debt of \$1,967m as of Jun-2022 divided by EV. EV calculated as a sum of the net debt and theoretical proforma market cap calculated based on the £0.99/sh value from the exchange and proforma shares issued of 3,256m (315m Capricorn shares and 1,174m NewMed shares at 2.3373x exchange ratio). 5 Capricorn dividends and buybacks in the last 15 years.



World class gas-focused portfolio of producing and development assets

1


Reservoir quality provides for high operating margins, low capital intensity and c.35 year reserve life

2

| Multi-decade production beyond 2050 |
|---|
| Predictable price mechanism with downside protection (average realised Q2 2022 gas price of \$6.5/mcf) |
| Long-term domestic and regional export contracts with take-or-pay mechanism |
| Expansion Capex potentially funded from cash flows |

Long-life cash flows underpinned by a substantial portion of long-term, take-or-pay contracts


Dry gas with limited impurities requires simple processing facilities Original development designed with provision for expansion

Leviathan capacity expansion can meet growing regional gas demand and provide LNG to international markets this decade









Leviathan Phase 1B and Aphrodite development expected to deliver portfolio production > 1.2Bcf/d (200 kboepd) production by 2030



Well-placed to deliver reliable source of gas to regional and European markets




Resilient cash flows and prudent balance sheet support material and sustainable dividend capacity

Source: Partnership information;
18 1Proforma net debt after \$620m dividends. 2 Calculated as proforma post dividend net debt of \$1,967m as of Jun-2022 divided by EV. EV calculated as a sum of the net debt and theoretical proforma market cap calculated based on the £0.99/sh value from the exchange and proforma shares issued of 3,256m (315m Capricorn shares and 1,174m NewMed shares at 2.3373x exchange ratio).



CO2/Capita (2012 = 100%)

Track-record of successfully reducing emissions at the portfolio and national level



20 Source: Company information 1 Transitional Chair, to provide continuity through the Combination process. A search for an independent Chair will be undertaken and it is intended all UK corporate governance principles will be complied with in due course.






Largest European independent gas and energy company by resources






| Additional Nameplate Capacity |
c.900 MMscfd (~150 kboepd) |
|---|---|
| Target Pre-FEED | 2023 |
| Planned Development Concept |
REM 900 to liquefaction facilities and regional market |
Leviathan expansion is an attractive, low-risk development opportunity that will drive the near-term growth offering by accessing strong regional and EU market gas demand



| Additional Nameplate Capacity |
~0.5 Bcf/d p.a. Gross (~80.5 kboepd) |
|---|---|
| Target Pre-FEED | 2023 / 2024 |
| Planned Development Concept |
Tieback to existing facilities |
Aphrodite appraisal drilling in Q1 2023 will enable concept finalisation ahead of expected final investment decision



| H1 2022 production | ~35,500 boepd average WI production |
|---|---|
| FY 2022 production guidance |
33,000 boepd to 36,000 boepd WI production |
| US\$80-90m production and development | |
| FY 2022 capex guidance |
Rolling near-field tie-back and field development programme |
| + US\$20-25m exploration programme targeting step out opportunities |
|
| FY 2022 opex guidance |
~US \$6/boe |
Low-cost producing asset base with strong development pipeline and attractive nearfield exploration opportunities



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