REG - i3 Energy PLC Gran Tierra Energy - Possible Offer for i3 Energy

I3 EnergyAnnouncement

20/08/2024 07:00

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RNS Number : 0099B  i3 Energy PLC  19 August 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

THIS IS AN ANNOUNCEMENT FALLING UNDER RULE 2.4 OF THE CITY CODE ON TAKEOVERS
AND MERGERS (THE "CODE"). IT DOES NOT REPRESENT AN ANNOUNCEMENT OF A FIRM
INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE CODE. ACCORDINGLY, THERE CAN
BE NO CERTAINTY THAT ANY SUCH OFFER WILL BE MADE NOR AS TO THE TERMS ON WHICH
ANY SUCH OFFER MIGHT BE MADE

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

19 August 2024

I3 Energy plc

 

("i3 Energy" or the "Company")

 

Possible Offer for i3 Energy

 

The Board of i3 Energy notes the recent press speculation regarding a possible
offer for the Company. The Board confirms that it is in advanced discussions
with Gran Tierra Energy Inc. ("Gran Tierra") in relation to a possible offer
and a further announcement will be made in due course.

 

This announcement is being made with the approval of Gran Tierra.

In accordance with Rule 2.6(a) of the Takeover Code, Gran Tierra is required,
by no later than 5.00 p.m. (London time) on 16 September 2024, being 28 days
after today's date, to either announce a firm intention to make an offer for
the Company in accordance with Rule 2.7 of the Code or announce that it does
not intend to make an offer, in which case the announcement will be treated as
a statement to which Rule 2.8 of the Code applies. This deadline can be
extended with the consent of the Takeover Panel (the "Panel") in accordance
with Rule 2.6(c) of the Code.

As a consequence of this announcement, an "offer period" has now commenced in
respect of the Company in accordance with the rules of the Code and the
attention of shareholders is drawn to the disclosure requirements of Rule 8 of
the Code, which are summarised below.

 Enquiries:

 

 i3 Energy                                                                      c/o Camarco

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

 Zeus Capital Limited (Financial Adviser, Nomad and Joint Broker)               +44 (0) 203 829 5000

 James Joyce, Darshan Patel, Isaac Hooper

 Tudor, Pickering, Holt & Co. Securities - Canada, ULC (Financial Adviser)      +1 403 705 7830

 Brendan Lines

 Camarco                                                                        +44 (0) 203 757 4980

 Andrew Turner

 Violet Wilson

 Sam Morris

 

Important notices

 

Zeus Capital Limited ("Zeus"), which is authorised and regulated in the United
Kingdom by the Financial Conduct Authority, is acting as financial adviser,
nominated adviser and joint broker to i3 Energy 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 the matters referred
to in this announcement.

 

Publication of this announcement

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available, subject to certain restrictions relating to persons resident in
restricted jurisdictions, at https://i3.energy/ (https://i3.energy/) , by no
later than 12 noon (London time) on 20 August 2024. The content of the website
referred to in this announcement is not incorporated into and does not form
part of this announcement.

Notice to overseas investors

This announcement 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, or the
solicitation of any vote or approval in any jurisdiction, pursuant to this
announcement or otherwise.  Any offer, if made, will be made solely by
certain offer documentation which will contain the full terms and conditions
of any offer, including details of how it may be accepted.  The distribution
of this announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of i3 Energy who are not resident in
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.

 

Disclosure requirements of the Takeover Code (the "Code")

Under Rule 8.3(a) of the Code, any person who is interested in 1% 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 pm
(London time) on the 10th business day following the commencement of the offer
period and, if appropriate, by no later than 3.30 pm (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 Code, any person who is, or becomes, interested in 1%
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 pm (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 Takeover 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 (0)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.

Market Abuse Regulations

The information contained within this announcement is considered to constitute
inside information as stipulated under Article 7 of the Market Abuse
Regulations (EU) No.596/2014 as incorporated into UK domestic law by virtue of
the European Union (Withdrawal) Act 2018 ("UK MAR").  Upon the publication of
this announcement via a regulatory information service, this inside
information will be considered to be in the public domain. For the purposes of
UK MAR, the person responsible for arranging for the release of this
information on behalf of i3 Energy is Majid Shafiq.

Rule 2.9 disclosure

Pursuant to Rule 2.9 of the Code, the Company confirms that, as at the date of
this announcement, it has 1,202,447,663 ordinary shares of 0.01 pence each in
issue with the International Securities Identification Number GB00BDHXPJ60. No
shares are held in treasury.

 

 

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