REG - i3 Energy PLC Gran Tierra Energy - Dispatch of Rule 15 Letters

I3 EnergyAnnouncement

02/10/2024 07:00

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RNS Number : 5567G  i3 Energy PLC  02 October 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

 

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

2 October 2024

 

Dispatch of Rule 15 Letters to Participants in the i3 Energy Share Plans

On 19 August 2024, the boards of directors of i3 Energy and Gran Tierra made
an announcement pursuant to Rule 2.7 of the Code (the "Rule 2.7 Announcement")
that they had agreed 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 to be implemented by means of a Court-sanctioned scheme of
arrangement between i3 Energy and Gran Tierra under Part 26 of the Companies
Act 2006 (the "Scheme") and is subject to the terms and conditions set out in
the scheme document relating to the Acquisition (the "Scheme Document").

A letter to participants in each of the i3 Energy Share Plans to provide
information on how the Scheme and the Acquisition will affect their options
and awards and the arrangements applicable to those participants, including
details of proposals being made and relevant dates and times (the "Rule 15
Letters") has been made available on i3 Energy's website
at https://i3.energy/grantierra-offer-terms/ and Gran Tierra's website
at https://www.grantierra.com/investor-relations/recommended-acquisition/ up
to and including the Effective Date. The contents of these websites are not
incorporated into, and do not form part of, this Announcement.

The terms and conditions of the Acquisition are set out in full in the Scheme
Document.  Capitalised terms in this announcement, unless otherwise defined,
have the same meanings as set out in the Scheme Document, a copy of which is
available on the i3 Energy website
at https://i3.energy/grantierra-offer-terms/ and the Gran Tierra website
at https://www.grantierra.com/investor-relations/recommended-acquisition/.

Enquiries:

For further information please contact:

 i3 Energy                                   c/o Camarco

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

 Zeus Capital Limited                        +44 (0) 203 829 5000

 James Joyce, Darshan Patel, Isaac Hooper

 Camarco                                     +44 (0) 203 757 4980

 Andrew Turner

 Violet Wilson

 Sam Morris

 

Disclaimer

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.

Additional Information

This Announcement is for information purposes only and is not intended to and
does not constitute, or form any part of, an offer to sell or subscribe for or
any invitation or the solicitation of an offer to purchase or subscribe for
any securities or the solicitation of any vote or approval in any jurisdiction
pursuant to the Acquisition or otherwise.

The Acquisition is being made solely through and on the terms set out in the
Scheme Document, which contains the full terms and conditions of the
Acquisition, including details of how to vote in respect of the Acquisition,
(or, in the event that the Acquisition is to be implemented by means of a
Takeover Offer, the offer document) together with the accompanying Forms of
Proxy.

i3 Energy Shareholders are encouraged to read the Scheme Document (or any
further documentation published in connection with the Acquisition) carefully
when it becomes available because it contains important information in
relation to the Acquisition. Any decision by i3 Energy Shareholders in
relation to the Acquisition should be made only on the basis of the
information contained in the Scheme 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/or 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 (http://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.

 

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