REG - i3 Energy PLC - Secondary Placing of Shares in i3 Energy plc

I3 EnergyAnnouncement

05/05/2022 08:30

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RNS Number : 4350K  i3 Energy PLC  05 May 2022

Not for publication, distribution or release directly or indirectly, in whole
or in part, in or into the United States, Australia, Canada or Japan or South
Africa or in any other jurisdiction in which offers or sales would be
prohibited by applicable law.

This announcement is not an offer to sell or issue or a solicitation to buy,
subscribe or otherwise acquire securities in any jurisdiction, including the
United States, Australia, Canada, Japan or South Africa. Neither this
announcement nor anything contained herein shall form the basis of, or be
relied upon in connection with, any offer or commitment whatsoever in any
jurisdiction.

This announcement contains inside information.

 5 May 2022

 

Secondary Placing of Shares in i3 Energy plc

Bybrook Capital Master Fund LP, Bybrook Capital Hazelton Master Fund LP and
Bybrook Capital Badminton Fund LP (together, the "Sellers"), have sold an
aggregate of 60,000,000 ordinary shares (the "Placing Shares") in i3 Energy
plc ("i3" or the "Company"), at a price of 27 pence per share (the "Placing"),
raising aggregate gross proceeds of £16.2 million. Stifel Nicolaus Europe
Limited ("Stifel") and Tennyson Securities, a trading name of Shard Capital
Partners LLP ("Tennyson") acted as joint bookrunners on the Placing (the
"Joint Bookrunners").

The Placing Shares represent approximately 5.3 per cent of the Company's
issued share capital and 20 per cent of the Sellers' combined holding in i3.
Following the Placing the Sellers together hold an aggregate of 234,334,943
ordinary shares in i3, representing approximately 21 per cent. of the
Company's issued share capital.

Each of the Sellers and Cairn Capital Limited (the "Investment Manager")
(acting for and on behalf of the Sellers) have agreed that they will not, for
a period of 90 days following the completion of the Placing, offer, sell or
otherwise transfer any residual shareholding in the Company without the
consent of Stifel and Tennyson (subject to customary exceptions and waiver by
the Joint Bookrunners).

Enquiries:

 Stifel (Joint Bookrunner)    +44 (0)20 7710 7600
 Ashton Clanfield
 Callum Stewart
 Tennyson (Joint Bookrunner)  +44 (0) 207 186 9030
 Peter Krens

 

 

The distribution of this announcement and the offer and sale of the Placing
Shares in certain jurisdictions may be restricted by law. The Placing Shares
may not be offered to the public in any jurisdiction in circumstances which
would require the preparation or registration of any prospectus or offering
document relating to the Placing Shares in such jurisdiction. No action has
been taken by any Seller, the Investment Manager, Stifel and Tennyson or any
of their respective affiliates that would permit an offering of the Placing
Shares or possession or distribution of this announcement or any other
offering or publicity material relating to such securities in any jurisdiction
where action for that purpose is required.

No prospectus or offering document has been or will be prepared in connection
with the Placing. Any investment decision to buy securities in the Placing
must be made solely on the basis of publicly available information. Such
information is not the responsibility of and has not been independently
verified by any Seller, the Investment Manager, Stifel or Tennyson or any of
their respective affiliates.

This announcement is not for publication, distribution or release, directly or
indirectly, in or into the United States of America (including its territories
and dependencies, any State of the United States and the District of
Columbia), Australia, Canada, South Africa or Japan or any other jurisdiction
where such an announcement would be unlawful. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession this document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. Any failure to comply with these
restrictions may constitute a violation of the securities laws of any such
jurisdiction.

The securities referred to herein have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the "Securities Act"), and
may not be offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the registration
requirements of the Securities Act. Neither this document nor the information
contained herein constitutes or forms part of an offer to sell or the
solicitation of an offer to buy securities in the United States. There will be
no public offer of any securities in the United States or in any other
jurisdiction.

Members of the general public are not eligible to take part in the Placing. In
member states of the European Economic Area ("EEA"), this announcement and any
offer if made subsequently is directed exclusively at persons who are
"qualified investors" within the meaning of the Prospectus Regulation
(Regulation (EU) 2017/1129) ("Qualified Investors"). In the United Kingdom,
this announcement is directed exclusively at persons who are "qualified
investors" within the meaning of the Prospectus Regulation (Regulation (EU)
2017/1129) as it forms part of UK law by virtue of the European Union
(Withdrawal) Act 2018, as amended and supplemented, and(i) who have
professional experience in matters relating to investments falling within
Article 19(5) of the Financial Services and Markets Act 2000 (Financial
Promotion) Order 2005, as amended (the "Order") or (ii) who fall within
Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise
lawfully be communicated (all such persons together being referred to as
"Relevant Persons"). This document is directed only at Qualified Investors in
member states of the EEA and Relevant Persons in the United Kingdom and must
not be acted on or relied on by persons in member states of the EEA who are
not Qualified Investors and by persons in the United Kingdom who are not
Relevant Persons. In the United Kingdom, any investment or investment activity
to which this document relates is available only to Relevant Persons and will
be engaged in only with Relevant Persons. This announcement is not an offer of
securities or investments for sale nor a solicitation of an offer to buy
securities or investments in any jurisdiction where such offer or solicitation
would be unlawful. No action has been taken that would permit an offering of
the securities or possession or distribution of this announcement in any
jurisdiction where action for that purpose is required. Persons into whose
possession this announcement comes are required to inform themselves about and
to observe any such restrictions.

In connection with the Placing, Stifel and Tennyson and any of their
respective affiliates acting as an investor for its own account may take up as
a proprietary position any Placing Shares and in that capacity may retain,
purchase or sell for their own account such Placing Shares and other
securities of I3 or related investments in connection with the Placing or
otherwise. Accordingly, references in this announcement to the Placing Shares
being sold, offered, subscribed, acquired, placed or otherwise dealt in should
be read as including any issue or offer to, or subscription, acquisition,
placing or dealing by, any of the Joint Bookrunners and any of their
affiliates acting in such capacity. In addition the Joint Bookrunners and any
of their affiliates may enter into financing arrangements and swaps and
contracts for differences with investors in connection with which they may
from time to time acquire, hold or dispose of Placing Shares. Stifel and
Tennyson do not intend to disclose the extent of any such investment or
transactions otherwise than in accordance with any legal or regulatory
obligation to do so.

A communication that a transaction is or that the book is "covered" (i.e.
indicated demand from investors in the book equals or exceeds the amount of
the securities being offered) is not any indication or assurance that the book
will remain covered or that the transaction and securities will be fully
distributed by the Joint Bookrunners. The Joint Bookrunners reserve the right
to take up a portion of the securities in the offering as a principal position
at any stage at their sole discretion, inter alia, to take account of the
objectives of the seller, MiFID II requirements (or such requirements as they
form part of UK law) and in accordance with allocation policies.

None of the Joint Bookrunners or any of their or their affiliates' directors,
officers, employees, advisers or agents accepts any responsibility or
liability whatsoever for or makes any representation or warranty, express or
implied, as to the truth, accuracy or completeness of the information in this
announcement (or whether any information has been omitted from the
announcement) or any other information relating to any Seller, the Investment
Manager, the Company or their respective subsidiaries or associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use
of this announcement or its contents or otherwise arising in connection
therewith.

Stifel is authorised and regulated by the Financial Conduct Authority in the
United Kingdom. Tennyson is authorised and regulated by the Financial Conduct
Authority in the United Kingdom. Stifel and Tennyson are acting on behalf of
the Sellers and the Investment Manager and no one else in connection with the
Placing and will not be responsible to any other person for providing the
protections afforded to any of their clients or for providing advice in
relation to any offering of the Placing Shares. Stifel and Tennyson will not
regard any other person as their client in relation to the Placing.

This document includes statements that are, or may be deemed to be,
forward-looking statements. These forward-looking statements may be identified
by the use of forward-looking terminology, including the terms "intends",
"expects", "will", or "may", or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
objectives, goals, future events or intentions. These forward-looking
statements include all matters that are not historical facts. Any
forward-looking statements are subject to risks relating to future events and
assumptions relating to the Company's business, in particular from changes in
political conditions, economic conditions, evolving business strategy, or the
oil and gas industry. No assurances can be given that the forward-looking
statements in this document will be realised. As a result, no undue reliance
should be placed on these forward-looking statements as a prediction of actual
results or otherwise.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Placing Shares have been subject to a product
approval process, which has determined that the common shares in the Company
(the "Common Shares") are: (i) compatible with an end target market of retail
investors and investors who meet the criteria of professional clients and
eligible counterparties, each as defined in paragraph 3 of the FCA Handbook
Conduct of Business Sourcebook; and (ii) eligible for distribution through all
permitted distribution channels (the "Target Market Assessment").
Notwithstanding the Target Market Assessment, Distributors should note that:
the price of Common Shares may decline and investors could lose all or part of
their investment; the Common Shares offer no guaranteed income and no capital
protection; and an investment in the Common Shares is compatible only with
investors who do not need a guaranteed income or capital protection, who
(either alone or in conjunction with an appropriate financial or other
adviser) are capable of evaluating the merits and risks of such an investment
and who have sufficient resources to be able to bear any losses that may
result therefrom. The Target Market Assessment is without prejudice to the
requirements of any contractual, legal or regulatory selling restrictions in
relation to the Placing.  Furthermore, it is noted that, notwithstanding the
Target Market Assessment, the Joint Bookrunners will only procure investors
who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Common Shares. Each Distributor is responsible for undertaking its own
target market assessment in respect of the Common Shares and determining
appropriate distribution channels.

 

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