REG - i3 Energy PLC Gran Tierra Energy - ISS and Glass Lewis Recommendations

I3 EnergyAnnouncement

24/09/2024 12:30

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RNS Number : 4617F  i3 Energy PLC  24 September 2024

NOT FOR RELEASE, 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 REGULATION OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

 

24 September 2024

I3 Energy plc

 

("i3 Energy" or the "Company")

 

ISS and Glass Lewis Recommend i3 Energy Shareholders Vote FOR the Proposed
Transaction with Gran Tierra Energy, Inc

 

I3 Energy is pleased to note that the two most influential independent proxy
advisors, Institutional Shareholder Services (ISS), and Glass Lewis & Co.
(Glass Lewis), have both recommended that shareholders vote FOR the proposed
acquisition of i3 Energy by Gran Tierra Energy, Inc ("Gran Tierra") at the
upcoming Court Meeting and General Meeting on 7 October.

 

The Board of i3 Energy also reiterates its unanimous recommendation for
shareholders to vote in favour of the proposed acquisition for the following
reasons:

 

1.   Gran Tierra's offer represents a premium of 49% to the closing price on
the 16th of August 2024, the day before the offer was announced and a premium
of 49.7% to the 30-day volume weighted average price, ending the 16th of
August 2024.

2.   The offer value compares favourably to comparable company valuations
and transactions across a range of metrics.

3.   The offer represents the highest share price of the Company since
October 2023

4.   The cash payment accelerates returns and is equivalent to over 10 years
of dividends at the current quarterly dividend payment.

5.   i3 Energy shareholders will own up to 16.5% of the pro-forma Gran
Tierra company, which brings increased scale and financial capacity to extract
value from i3 Energy's Canadian undeveloped resource base; particularly, its
key Simonette Montney asset - Gran Tierra's financial resources are expected
to be deployed to accelerate its development and i3 shareholders will benefit
from this through their ongoing shareholding in the Combined Group.

6.   Beyond the development of key assets in i3's portfolio, i3's
shareholders will gain exposure to Gran Tierra's diverse portfolio of 100%
owned and operated oil weighted production and development assets and a large
inventory of exploration prospects. The pro-forma company will be able to
allocate capital to the most profitable projects from a much larger
opportunity set. The growth potential and optionality in the pro-forma
business will be considerably greater than in i3 Energy as a standalone
entity. Gran Tierra is an active operator and has many projects that if
successful, will deliver incremental near-term production and cashflows.

7.   The transaction will combine two high quality teams with a strong track
record of success in the jurisdictions in which they operate. We believe the
combination will result in enhanced performance across the business units and
generate beneficial operational and cost synergies.

 

 

 

 

Details of the General Meeting:

The Scheme requires approval at the Court Meeting and at the i3 Energy General
Meeting.

 

The Court Meeting and the i3 Energy General Meeting will be held at APCO,
Floor 5, 40 Strand,

London, WC2N 5RW on 7 October 2024 at 1.00 p.m. and 1.15 p.m., respectively
(or, in the case of

the i3 Energy General Meeting, if later, as soon thereafter as the Court
Meeting has been

concluded or adjourned).

 

Information on how to vote is detailed in the Scheme Document, found on i3's
website: https://i3.energy/grantierra-offer/
(https://i3.energy/grantierra-offer/)

Unless otherwise defined, all capitalised terms in this announcement have the
meaning given to them in the Scheme Document. All references to times are to
London, UK, times unless otherwise stated.

END

Enquiries:

 i3 Energy plc                                  c/o Camarco

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

 Zeus Capital Limited (Nomad and Joint Broker)

 James Joyce, Darshan Patel, Isaac Hooper       Tel: +44 (0) 203 829 5000

 Tennyson Securities (Joint Broker)

 Peter Krens                                    Tel: +44 (0) 207 186 9030

 Camarco

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

 

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.

Additional Information

This announcement is for information purposes only. It is not intended to, and
does not, constitute or form part of any offer, invitation or the solicitation
of an offer to purchase, otherwise acquire, subscribe for, sell or otherwise
dispose of, any securities in any jurisdiction, pursuant to this announcement
or otherwise. The distribution of this announcement in jurisdictions other
than the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore, any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of i3 Energy who are not resident in
the United Kingdom will need to inform themselves about, and observe any
applicable requirements. Any failure to comply with the restrictions may
constitute a violation of the securities laws of any such jurisdiction.

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.

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

In accordance with Rule 20.1 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/
(https://i3.energy/grantierra-offer-terms/) at the same time as publication of
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 method of completion, and scope
of the Acquisition, the expected actions of Gran Tierra upon completion of the
Acquisition, Gran Tierra's ability to recognise the anticipated benefits from
the Acquisition, expectations regarding the business and operations of the
Combined Group, 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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