REG - i3 Energy PLC Gran Tierra Energy - Update on Regulatory Conditions & Sanction Hearing

I3 EnergyAnnouncement

25/10/2024 15:45

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RNS Number : 7407J  i3 Energy PLC  25 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

 

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

Update on Regulatory Conditions and Confirmation of Sanction Hearing date

On 19 August 2024, the boards of directors of i3 Energy and Gran Tierra
announced in 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"). Defined terms used but not defined in this
announcement have the meanings set out in the Scheme Document. All references
to times in this announcement are to London time.

i3 Energy is pleased to announce that conditional consent of the North Sea
Transition Authority (the "NSTA"), pursuant to UKCS Licence P.2358, in
respect of the proposed change of control of i3 Energy's subsidiary, i3 Energy
North Sea Limited pursuant to the Acquisition (the "NSTA Condition") has been
granted. The NSTA's consent is conditional only upon the completion of the
Acquisition taking place with 90 days of the date hereof and the NSTA being
notified of such completion within two weeks of completion taking place.

As a result, the NSTA Condition as set out paragraph 3 (e) (i) of Part 3 of
the Scheme Document has now been satisfied.

On 7 October 2024, i3 Energy announced that the Court Hearing to seek sanction
of the Scheme had been provisionally established for 29 October 2024. In light
of the NSTA Condition being satisfied, i3 Energy confirms that the Court
Hearing (to sanction the Scheme) will take place at 11.30am on Tuesday 29
October 2024 before Mr Justice Adam Johnson. The Court Hearing will take place
remotely / online.  For details of how to access the online hearing please
email casey.ford@justice.gov.uk

Details of the Court Hearing will be available on the Court service website on
the day before the Court Hearing.

 

 

Enquiries:

 i3 Energy                                                                     c/o Camarco

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

 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
 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.

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 in any jurisdiction,
pursuant to this announcement or otherwise.

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 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/ 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 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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