REG - i3 Energy PLC Gran Tierra Energy - COURT SANCTION OF SCHEME OF ARRANGEMENT

I3 EnergyAnnouncement

29/10/2024 13:00

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RNS Number : 0883K  i3 Energy PLC  29 October 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY JURISDICTION
WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR
REGULATIONS OF SUCH JURISDICTION

 29/10/2024

FOR IMMEDIATE RELEASE

RECOMMENDED AND FINAL CASH AND SHARE ACQUISITION

for

i3 Energy plc ("i3 Energy")

by

Gran Tierra Energy Inc. ("Gran Tierra")

to be implemented by way of a scheme of arrangement under Part 26 of the
Companies Act 2006

COURT SANCTION OF SCHEME OF ARRANGEMENT

 

 

On 19 August 2024, the boards of directors of i3 Energy and Gran Tierra
announced that they had reached agreement on the terms of a recommended and
final cash and share acquisition of the entire issued, and to be issued, share
capital of i3 Energy (the "Acquisition"). The Acquisition is being
implemented by means of a Court-sanctioned scheme of arrangement under Part 26
of the Companies Act 2006.

i3 Energy published a circular in relation to the Scheme dated 29 August 2024
(the "Scheme Document"). On 7 October 2024, the board of directors of i3
Energy announced that at a Court Meeting and General Meeting of i3 Energy
Shareholders held on the same date as the announcement, the necessary
resolutions had been duly passed to implement the Acquisition subject to the
satisfaction or waiver of certain conditions and the sanction of the Scheme by
the Court at the Scheme Court Hearing.

i3 Energy and Gran Tierra are pleased to announce that following the Scheme
Court Hearing held earlier today, the Court has issued the Court Order
sanctioning the Scheme pursuant to which the Acquisition is to be implemented.

Pursuant to the Court Order, the Scheme will become effective on delivery of
the Court Order to the Registrar of Companies which is expected to occur on 31
October 2024.

Next Steps

There have been no material changes to the expected timetable of principal
events for the Acquisition as set out in the announcement made by i3 Energy on
7 October 2024 in relation to the results of the Court Meeting and the i3
Energy General Meeting.

A further announcement will be made when the Scheme has become Effective.

General

Full details of the Scheme are set out in the Scheme Document.

Capitalised terms used but not defined in this announcement shall, unless
otherwise defined, have the same meanings as set out in the Scheme Document.
All references to times in this announcement are to London times unless
otherwise stated.

 

Enquiries:

 i3 Energy                                                                     c/o Camarco

 Majid Shafiq (CEO)                                                            Tel: +44 (0) 203 757 4980

 Gran Tierra                                                                   Tel: +1 (403) 265 3221

 Gary Guidry

 Ryan Ellson
 Zeus Capital Limited (Rule 3 Financial Adviser, Nomad and Joint Broker to i3
 Energy)

 James Joyce, Darshan Patel, Isaac Hooper

                                                                             Tel: +44 (0) 203 829 5000

 Tudor, Pickering, Holt & Co. Securities - Canada, ULC (Financial Adviser
 to i3 Energy)

 Brendan Lines

                                                                             Tel: +1 (403) 705 7830

 National Bank Financial Inc. (Financial Adviser to i3 Energy)

 Tarek Brahim

 Arun Chandrasekaran                                                           Tel: +1 (403) 410 7749

 Stifel Nicolaus Europe Limited (Joint Financial Adviser to Gran Tierra)       Tel: +44 (0) 20 7710 7600

 Callum Stewart

 Simon Mensley
 Eight Capital (Joint Financial Adviser to Gran Tierra)                        Tel: +1 (587) 893 6835

 Tony P. Loria

 Matthew Halasz
 Camarco

 Georgia Edmonds, Violet Wilson, Sam Morris                                    Tel: +44 (0) 203 757 4980

No increase statement

The financial terms of the Acquisition will not be increased save that Gran
Tierra reserves the right to revise the financial terms of the Acquisition in
the event: (i) a third party, other than Gran Tierra, announces a firm
intention to make an offer for i3 Energy on more favourable terms than Gran
Tierra's Acquisition; or (ii) the Panel otherwise provides its consent.

Notices relating to financial advisers

Zeus Capital Limited ("Zeus"), which is authorised and regulated by the FCA in
the United Kingdom, is acting exclusively for i3 Energy as financial adviser,
nominated adviser and joint broker and no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than i3 Energy for providing the protections afforded to clients of
Zeus, or for providing advice in relation to matters referred to in this
announcement. Neither Zeus nor any of its affiliates owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Zeus in connection with the matters referred to in this
announcement, any statement contained herein or otherwise.

Tudor, Pickering, Holt & Co. Securities - Canada, ULC ("TPH&Co."),
which is regulated by the Canadian Investment Regulatory Organization and a
member of the Canadian Investor Protection Fund, is acting exclusively for i3
Energy by way of its engagement with i3 Energy Canada Ltd., a wholly owned
subsidiary of i3 Energy, in connection with the matters referred to in this
announcement and for no one else, and will not be responsible to anyone other
than i3 Energy for providing the protections afforded to its clients nor for
providing advice in relation to the matters set out in this announcement.
Neither TPH&Co. nor any of its subsidiaries, branches or affiliates and
their respective directors, officers, employees or agents, owes or accepts any
duty, liability or responsibility whatsoever (whether direct or indirect,
whether in contract, in tort, under statute or otherwise) to any person who is
not a client of TPH&Co. in connection with this announcement, any
statement contained herein or otherwise.

National Bank Financial Inc. ("NBF"), which is regulated by the Canadian
Investment Regulatory Organization and a member of the Canadian Investor
Protection Fund, is acting as financial adviser to i3 Energy Canada Ltd., a
wholly-owned subsidiary of i3 Energy plc, in connection with the subject
matter of this announcement. Neither NBF, nor any of its subsidiaries,
branches or affiliates and their respective directors, officers, employees or
agents, owes or accepts any duty, liability or responsibility whatsoever
(whether direct or indirect, whether in contract, in tort, under statute or
otherwise) to any person who is not a client of NBF in connection with this
announcement, any statement contained herein or otherwise.

Stifel Nicolaus Europe Limited ("Stifel"), which is authorised and regulated
by the FCA in the UK, is acting as financial adviser exclusively for Gran
Tierra and no one else in connection with the matters referred to in this
announcement and will not be responsible to anyone other than Gran Tierra for
providing the protections afforded to its clients or for providing advice in
relation to matters referred to in this announcement. Neither Stifel, nor any
of its affiliates, owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of Stifel in
connection with this announcement, any statement contained herein or
otherwise.

Eight Capital ("Eight Capital"), which is authorised and regulated by the
Canadian Investment Regulatory Organization in Canada, is acting exclusively
for Gran Tierra and for no one else in connection with the subject matter of
this announcement and will not be responsible to anyone other than Gran Tierra
for providing the protections afforded to its clients or for providing advice
in connection with the subject matter of this announcement.

Additional Information

This announcement is for information purposes only. It is not intended to, and
does not, constitute or form part of any offer, offer to acquire, invitation
or the solicitation of an offer to purchase, or an offer to acquire, subscribe
for, sell or otherwise dispose of, any securities or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement or
otherwise nor shall there be any sale, issuance or transfer of securities of
Gran Tierra or i3 Energy pursuant to the Acquisition in any jurisdiction in
contravention of applicable laws.

This announcement is not an offer of securities for sale in the United States
or in any other jurisdiction.  No offer of securities shall be made in the
United States absent registration under the U.S. Securities Act of 1933, as
amended (the "U.S. Securities Act"), or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements.  Any securities
issued as part of the Acquisition are anticipated to be issued in reliance
upon available exemption from such registration requirements pursuant to
Section 3(a)(10) of the U.S. Securities Act.  Any New Gran Tierra Shares to
be issued in connection with the Acquisition are expected to be issued in
reliance upon the prospectus exemption provided by Section 2.11 or Section
2.16, as applicable, of National Instrument 45-106 - Prospectus Exemptions of
the Canadian Securities Administrators and in compliance with the provincial
securities laws of Canada.

This announcement has been prepared in accordance with the laws of England and
Wales, the Code, the AIM Rules for Companies and the Disclosure Guidance and
Transparency Rules and the information disclosed may not be the same as that
which would have been prepared in accordance with the laws of jurisdictions
outside England and Wales.

This announcement does not constitute a prospectus or circular or prospectus
exempted document.

Overseas Shareholders

The availability of the Acquisition to i3 Energy Shareholders who are not
resident in the United Kingdom may be affected by the laws of the relevant
jurisdictions in which they are resident. Any person outside the United
Kingdom or who are subject to the laws and/regulations of another jurisdiction
should inform themselves of, and should observe, any applicable legal and/or
regulatory requirements. Any failure to comply with the restrictions may
constitute a violation of the securities laws of any such jurisdiction.

The release, publication or distribution of this announcement in or into or
from 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, such
restrictions. Any failure to comply with the applicable restrictions may
constitute a violation of the securities laws of such jurisdiction. To the
fullest extent permitted by applicable law, the companies and persons involved
in the Acquisition disclaim any responsibility or liability for the violation
of such restrictions by any person.

Unless otherwise determined by Gran Tierra or required by the Code and
permitted by applicable law and regulation, the Acquisition will not be made
available, directly or indirectly, in, into or from a Restricted Jurisdiction
where to do so would violate the laws in that jurisdiction and no person may
vote in favour of the Acquisition by any such use, means, instrumentality or
form (including, without limitation, facsimile, email or other electronic
transmission, telex or telephone) within any Restricted Jurisdiction or any
other jurisdiction if to do so would constitute a violation of the laws of
that jurisdiction. Accordingly, copies of this announcement and all documents
relating to the Acquisition are not being, and must not be, directly or
indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from a Restricted Jurisdiction where to do so would violate the laws in that
jurisdiction, and persons receiving this document and all documents relating
to the Acquisition (including custodians, nominees and trustees) must observe
these restrictions and must not mail or otherwise distribute or send them in,
into or from such jurisdictions where to do so would violate the laws in that
jurisdiction. Doing so may render invalid any purported vote in respect of the
Acquisition.

Responsibility

The person responsible for arranging the release of this announcement on
behalf of i3 Energy is Majid Shafiq, Chief Executive Officer.

Dealing and Opening Position Disclosure Requirements

Under Rule 8.3(a) of the Takeover Code, any person who is interested in one
per cent. or more of any class of relevant securities of an offeree company or
of any securities exchange offeror (being any offeror other than an offeror in
respect of which it has been announced that its offer is, or is likely to be,
solely in cash) must make an Opening Position Disclosure following the
commencement of the Offer Period and, if later, following the announcement in
which any securities exchange offeror is first identified.

An Opening Position Disclosure must contain details of the person's interests
and short positions in, and rights to subscribe for, any relevant securities
of each of (i) the offeree company and (ii) any securities exchange
offeror(s). An Opening Position Disclosure by a person to whom Rule 8.3(a)
applies must be made by no later than 3.30 p.m. (London time) on the 10th
Business Day following the commencement of the Offer Period and, if
appropriate, by no later than 3.30 p.m. (London time) on the 10th Business Day
following the announcement in which any securities exchange offeror is first
identified. Relevant persons who deal in the relevant securities of the
offeree company or of a securities exchange offeror prior to the deadline for
making an Opening Position Disclosure must instead make a Dealing Disclosure.

Under Rule 8.3(b) of the Takeover Code, any person who is, or becomes,
interested in one per cent. or more of any class of relevant securities of the
offeree company or of any securities exchange offeror must make a Dealing
Disclosure if the person deals in any relevant securities of the offeree
company or of any securities exchange offeror. A Dealing Disclosure must
contain details of the dealing concerned and of the person's interests and
short positions in, and rights to subscribe for, any relevant securities of
each of (i) the offeree company and (ii) any securities exchange offeror(s),
save to the extent that these details have previously been disclosed under
Rule 8. A Dealing Disclosure by a person to whom Rule 8.3(b) applies must be
made by no later than 3.30 p.m. (London time) on the Business Day following
the date of the relevant dealing. If two or more persons act together pursuant
to an agreement or understanding, whether formal or informal, to acquire or
control an interest in relevant securities of an offeree company or a
securities exchange offeror, they will be deemed to be a single person for the
purpose of Rule 8.3.

Opening Position Disclosures must also be made by the offeree company and by
any offeror and Dealing Disclosures must also be made by the offeree company,
by any offeror and by any persons acting in concert with any of them (see
Rules 8.1, 8.2 and 8.4). Details of the offeree and offeror companies in
respect of whose relevant securities Opening Position Disclosures and Dealing
Disclosures must be made can be found in the Disclosure Table on the Panel's
website at www.thetakeoverpanel.org.uk, including details of the number of
relevant securities in issue, when the Offer Period commenced and when any
offeror was first identified. You should contact the Panel's Market
Surveillance Unit on +44 20 7638 0129 if you are in any doubt as to whether
you are required to make an Opening Position Disclosure or a Dealing
Disclosure.

Publication on website and availability of hard copies

In accordance with Rule 26.1 of the Code, a copy of this announcement is and
will be available free of charge, subject to certain restrictions relating to
persons resident in Restricted Jurisdictions, for inspection on i3 Energy 's
website  https://i3.energy/grantierra-offer-terms/ and on Gran Tierra's
website https://www.grantierra.com/investor-relations/recommended-acquisition/
(https://www.grantierra.com/investor-relations/recommended-acquisition/) by no
later than 12 noon (London time) on the Business Day following this
announcement. For the avoidance of doubt, the contents of the website referred
to in this announcement are not incorporated into and do not form part of this
announcement.

Notes to Editors:

i3 Energy plc is an oil and gas Company with a low cost, diversified, growing
production base in Canada's most prolific hydrocarbon region, the Western
Canadian Sedimentary Basin and appraisal assets in the North Sea with
significant upside.

The Company is well positioned to deliver future growth through the
optimisation of its existing asset base and the acquisition of long life, low
decline conventional production assets.

i3 is dedicated to responsible corporate practices and the environment, and
places high value on adhering to strong Environmental, Social and Governance
("ESG") practices.  i3 is proud of its performance to date as a responsible
steward of the environment, people, and capital management.  The Company is
committed to maintaining an ESG strategy, which has broader implications to
long-term value creation, as these benefits extend beyond regulatory
requirements.

i3 Energy plc is listed on the AIM market of the London Stock Exchange under
the symbol I3E and on the Toronto Stock Exchange under the symbol ITE. For
further information on i3 please visit https://i3.energy (https://i3.energy/)

Forward Looking Statements

This announcement (including information incorporated by reference into this
announcement), oral statements regarding the Acquisition and other information
published by Gran Tierra and i3 Energy contain certain forward-looking
statements with respect to the financial condition, strategies, objectives,
results of operations and businesses of Gran Tierra and i3 Energy and their
respective groups and certain plans and objectives with respect to the
Combined Group. These forward-looking statements can be identified by the fact
that they do not relate only to historical or current facts. Forward looking
statements are prospective in nature and are not based on historical facts,
but rather on current expectations and projections of the management of Gran
Tierra and i3 Energy about future events, and are therefore subject to risks
and uncertainties which could cause actual results to differ materially from
the future results expressed or implied by the forward-looking statements. The
forward-looking statements contained in this announcement include, without
limitation, statements relating to the expected effects of the Acquisition on
Gran Tierra and i3 Energy, the expected timing and method of completion, and
scope of the Acquisition, the expected actions of i3 Energy and Gran Tierra
upon completion of the Acquisition, and other statements other than historical
facts. Forward looking statements often use words such as "anticipate",
"target", "expect", "estimate", "intend", "plan", "strategy", "focus",
"envision", "goal", "believe", "hope", "aims", "continue", "will", "may",
"should", "would", "could", or other words of similar meaning. These
statements are based on assumptions and assessments made by Gran Tierra,
and/or i3 Energy in light of their experience and their perception of
historical trends, current conditions, future developments and other factors
they believe appropriate. By their nature, forward-looking statements involve
risk and uncertainty, because they relate to events and depend on
circumstances that will occur in the future and the factors described in the
context of such forward-looking statements in this announcement could cause
actual results and developments to differ materially from those expressed in
or implied by such forward-looking statements. Although it is believed that
the expectations reflected in such forward-looking statements are reasonable,
no assurance can be given that such expectations will prove to have been
correct and readers are therefore cautioned not to place undue reliance on
these forward-looking statements. Actual results may vary from the
forward-looking statements.

There are several factors which could cause actual results to differ
materially from those expressed or implied in forward-looking statements.
Among the factors that could cause actual results to differ materially from
those described in the forward-looking statements are changes in the global,
political, economic, business, competitive, market and regulatory forces,
future exchange and interest rates, changes in tax rates and future business
acquisitions or dispositions.

Each forward-looking statement speaks only as at the date of this
announcement. Neither Gran Tierra nor i3 Energy, nor their respective groups
assumes any obligation to update or correct the information contained in this
announcement (whether as a result of new information, future events or
otherwise), except as required by applicable law or by the rules of any
competent regulatory authority.

 

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