REG - i3 Energy PLC - Reduction of Capital

I3 EnergyAnnouncement

08/06/2023 07:00

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RNS Number : 9951B  i3 Energy PLC  08 June 2023

8 June 2023

i3 Energy plc

("i3", "i3 Energy", or the "Company")

Reduction of Capital

i3 Energy PLC (AIM:I3E) (TSX:ITE), an independent oil and gas company with
assets and operations in the UK and Canada, today announces that its Notice
of Annual General Meeting (the "Circular") was posted to Shareholders
yesterday.  The Circular contains details of, among other things, a proposed
reduction of capital (the "Capital Reduction").

Terms used in this announcement have the same meaning given to them in the
Circular.

Notice of Annual General Meeting ("AGM")

The Circular, which was posted to Shareholders yesterday, is available on the
Company's website at https://i3.energy.

The AGM is to be held at the offices of W H Ireland Limited at 24 Martin
Lane, London, EC4R 0DR at 11 a.m. (BST) on 30 June 2023.

Shareholders are strongly encouraged to appoint the Chair of the meeting as
their proxy for the AGM. This will ensure that your vote will be counted even
if attendance at the AGM is restricted or you are unable to attend.

The results of the votes on the resolution proposed at the AGM will be
announced as soon as practicable after the conclusion of the AGM and will be
available on the Company's website.

Proposed Capital Reduction

The Board considers it highly desirable that the Company has the maximum
flexibility to consider the payment of dividends and otherwise return value to
Shareholders.  However, the Company will be precluded from the payment of any
dividends or other distributions or the redemption or buy-back of its shares
in the absence of it having sufficient distributable reserves.

The Company's share premium account currently stands at approximately
£51,000,000.  As at 31 May 2023, the Company had retained earnings of
approximately £6,000,000.  It is proposed that the Company's share premium
account be cancelled (the "Capital Reduction").  The proposed Capital
Reduction is intended to increase retained earnings by an amount equal to the
amount standing to the credit of the Company's share premium account.

The purpose of the Company's cancellation of its share premium account is to
create further distributable reserves in the Company to facilitate the future
payment of dividends (in cash or otherwise) to Shareholders, where justified
by the profits of the Company, or to allow the redemption or buy-back of the
Company's shares (or other distributions to Shareholders).

If the proposed cancellation of the Company's share premium account is
approved by Shareholders at the AGM, it will be subject to the scrutiny of,
and confirmation by, the High Court of England and Wales (the "High Court")
which will take due account of the protection of creditors.  Subject to that
confirmation and registration by the Registrar of Companies in England and
Wales of the order of the High Court, the Capital Reduction is expected to
take effect later this year.

The Board anticipates that the cancellation of the Company's share premium
account will result in the creation of further distributable reserves.
However, this is subject to: (i) there being no materially negative change in
the financial position or prospects of the Company; and (ii) any provision
that the court requires the Company to make for the protection of its
creditors (although the Board does not expect any undertakings or similar
measures to be required).  This will give the Company the maximum flexibility
to consider the payment of dividends and otherwise return value to the
Shareholders, should the Board consider it appropriate.  It should however be
noted that if the Company is required to give undertakings to the High Court,
this may delay the Company's ability to pay dividends and otherwise return
value to Shareholders.

Following the implementation of the Capital Reduction, there will be no change
in the nominal value of the Company's shares or the number of shares in
issue.  The Capital Reduction in itself will not involve any distribution or
repayment of share premium by the Company and will not reduce the underlying
net assets of the Company.

The Directors reserve the right to abandon or discontinue any application to
the High Court for confirmation of the Capital Reduction if the Directors
believe that the terms required to obtain confirmation are unsatisfactory to
the Company or if, as the result of a material unforeseen event, the Directors
consider that to continue with the Capital Reduction would be inappropriate or
inadvisable.

Timetable of Principal Events

The expected timetable of principal events with respect to the Capital
Reduction are as follows (more precise dates will be announced following the
conclusion of the AGM):

 PRINCIPAL EVENT                                                              TIME AND DATE
 Annual General Meeting                                                       11 a.m. (BST) on 30 June 2023
 Expected date for the directions hearing for the High Court to consider the  July 2023
 Capital Reduction application
 Expected date for the hearing by the High Court to confirm the Capital       Late July / August 2023
 Reduction
 Expected date that the Capital Reduction becomes effective                   August 2023

 

Notes

1. The dates set out in this timetable and throughout this document that fall
after the date of publication of this document are based on the Company's
current expectations and are subject to change. The times and dates are
indicative only and will depend, among other things, on the date upon which
the High Court of England and Wales confirms the Capital Reduction. The
provisional final hearing date will be subject to change and dependent on the
High Court.

2. The timetable assumes that there is no adjournment of the AGM. If the
scheduled date for the AGM changes, the revised date and/or time will be
notified to Shareholders by an announcement made by the Company through a RIS.

3. All times shown are London times unless otherwise stated.

Enquiries:

 i3 Energy plc                                   c/o Camarco

 Majid Shafiq (CEO)                              Tel: +44 (0) 203 781 8338

 WH Ireland Limited (Nomad and Joint Broker)

 James Joyce, Darshan Patel                      Tel: +44 (0) 207 220 1666

 Tennyson Securities (Joint Broker)

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

 Stifel Nicolaus Europe Limited (Joint Broker)

 Ashton Clanfield, Callum Stewart                Tel: +44 (0) 20 7710 7600

 Camarco

 Georgia Edmonds, Violet Wilson, Sam Morris      Tel: +44 (0) 203 781 8338

 Notes to Editors:

i3 Energy 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 100% owned 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 for
long-term value creation, as these benefits extend beyond regulatory
requirements.

i3 Energy 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 Energy please visit  https://i3.energy/
(https://i3.energy/) .

This announcement contains inside information for the purposes of Article 7 of
the UK version of Regulation (EU) No 596/2014 which is part of UK law by
virtue of the European Union (Withdrawal) Act 2018, as amended ("MAR"). Upon
the publication of this announcement via a Regulatory Information Service,
this inside information is now considered to be in the public domain.

 

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