Capricorn to review business after shareholders back new directors

<html xmlns=""><head><title>UPDATE 3-Capricorn to review business after shareholders back new directors</title></head><body>

Craig van der Laan named as chair

Chris Cox appointed interim CEO

New board to conduct strategic review of company

Adds board to consider shareholder payout size

By Shadia Nasralla

LONDON, Feb 1 (Reuters) -Capricorn Energy CNE.L shareholders on Wednesday voted in favour of six new directors proposed by activist shareholder Palliser, and the British oil and gas company said the new board would conduct a strategic review of its businesses.

The shareholder vote comes days after five directors, including Capricorn's chair and chief executive, quit the board. Two more directors, including Finance Chief James Smith, stepped down from the board on Wednesday.

Palliser and some of Capricorn's biggest shareholders had publicly opposed a planned merger with Israeli gas producer NewMed NWMDp.TA, with major proxy advisers recommending a rejection of the takeover plan.

"The Board will be conducting a comprehensive strategic review of Capricorn's business and the several potential directions for the future of the Company," Capricorn said.

Chris Cox, one of Palliser's board nominees, will act as interim chief executive, replacing Simon Thomson, who stepped down from the board on Jan. 24 after months of wrangling with a large number of Capricorn's shareholders over the company's direction.

Cox was CEO of Spirit Energy and held positions at Centrica CNA.L and BG Group.

Craig van der Laan will replace Nicoletta Giadrossi, who also stepped down on Jan. 24, as group chairperson.

A shareholder vote on the NewMed deal was initially set for Wednesday, but Capricorn postponed it to Feb. 22 to give the new board time to assess the NewMed plan, the best way forward for Capricorn's Egyptian assets, and the company's cash pile.

The previous management had proposed a $620 million special dividend ahead of the NewMed merger. The new board will look at "plans to consider a significant distribution of cash to shareholders in excess of operating requirements," Capricorn said on Wednesday.

The replacement directors suggested by Palliser also include Hesham Mekawi, BP's BP.L former North Africa regional president; Maria Gordon, Richard Herbert and Tom Pitts. Each of the six got more than 99% of votes cast at the meeting.

Reporting by Shadia Nasralla; Editing by Toby Chopra, Jane Merriman and Leslie Adler


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