Scheme of Arrangement for Acquisition of i3 Energy plc Becomes
Effective
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY 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
CALGARY, Alberta, Oct. 31, 2024 (GLOBE NEWSWIRE)
--
31 October 2024
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
SCHEME OF ARRANGEMENT BECOMES
EFFECTIVE
On 19 August 2024, the boards of directors of i3
Energy and Gran Tierra announced 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").
On 29 October 2024, i3 Energy announced that the
Court had sanctioned the Scheme at the Sanction Hearing held on 29
October 2024.
i3 Energy and Gran Tierra are pleased to
announce that, following delivery of the Court Order to the
Registrar of Companies and satisfaction or waiver of all of the
conditions set out in the Scheme Document, the Scheme has now
become Effective in accordance with its terms and, pursuant to the
Scheme, the entire issued and to be issued share capital of i3
Energy is now owned by Gran Tierra.
Consideration
A Scheme Shareholder on the register of members
of i3 Energy at the Scheme Record Time, being 6.00 p.m. on 30
October 2024, will be entitled to receive one New Gran Tierra Share
per every 207 i3 Energy Shares held and 10.43 pence cash per i3
Energy Share subject to any adjustments to such consideration
resulting from valid Elections made under the Mix and Match
Facility. For Scheme Shareholders holding Scheme Shares in
certificated form, settlement of the consideration will be effected
by electronic payment or (for those Scheme Shareholders who have
not set up an electronic payment mandate) by the despatch of
cheques. For Scheme Shareholders holding Scheme Shares in
uncertificated form, settlement of consideration will be effected
by the crediting of CREST or CDS accounts, as applicable. In each
case settlement of consideration will occur as soon as practicable
and in any event not later than 14 days after the date of this
announcement, being 14 November 2024.
Further to the announcement on 7 October 2024,
i3 Energy confirms that, the Scheme having become Effective, the
Acquisition Dividend totalling £3,084,278 will be paid as
follows:
|
Dividend:
|
0.2565 pence /
i3 Energy Share
|
|
|
|
|
Record Date:
|
6.00 p.m. on 30 October 2024
|
|
|
|
|
Payment date:
|
by 13 November 2024
|
|
|
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i3 Energy admission to listing on
AIM
An application was made for the suspension of
admission to trading in i3 Energy Shares on the London Stock
Exchange's AIM Market ("AIM") and such suspension
has taken effect from 7.30 a.m. today. The cancellation of the
admission to trading of the i3 Energy Shares on AIM has been
applied for and is expected to take place by 8.00 a.m. on 1
November 2024. The delisting of the i3 Energy Shares on the Toronto
Stock Exchange has been applied for and is expected to take place
at the close of markets on 1 November 2024.
Gran Tierra admission of shares to
listing
An application has been made for the admission
of 5,808,925 new shares (the "Consideration
Shares") of common stock of par value USD0.001 per share
in Gran Tierra. Gran Tierra has applied for the Consideration
Shares to be admitted to the Equity Shares (International
Commercial Companies Secondary Listing) Category of the Official
List of the Financial Conduct Authority and to trading on the main
market of the London Stock Exchange PLC (together,
"Admission").
Gran Tierra expects Admission of the
Consideration Shares to occur at 8.00 a.m. on 1 November 2024. The
Consideration Shares will rank pari passu in all respects with Gran
Tierra's existing shares of common stock of par value USD0.001 per
share.
Total Voting Rights
Following Admission, Gran Tierra will have total
issued share capital of 36,460,141 common shares, and holds no
common shares in treasury. Gran Tierra Shareholders may use the
figure of 36,460,141 as the denominator in calculations to
determine if they are required to notify Gran Tierra of their
interest in, or a change to their interest in Gran Tierra under the
Financial Conduct Authority's Disclosure Guidance and Transparency
Rules.
Cancellation of the Trafigura Loan
Facility
Gran Tierra also announces that the Loan
Facility entered into on 19 August 2024 with Trafigura has today
been cancelled. As announced on 18 September 2024, Gran Tierra
completed an offering of an additional US$ 150 million aggregate
principal amount of its 9.500% Senior Secured Amortizing Notes due
2029, the net proceeds of which are being applied to satisfy the
cash consideration payable to i3 Energy Shareholders in place of
the term loan facility available to Gran Tierra pursuant to the
terms of the Loan Facility.
Board and constitutional
changes
Each of the i3 Energy Directors has resigned as
a director of i3 Energy with effect from the Scheme becoming
Effective.
Pedro Zutara, Adam Hewitson and Amy Lister have
been appointed as directors of i3 Energy with effect from the
Scheme becoming Effective.
i3 Energy will in due course submit an
application to cease to be a reporting issuer in each of the
provinces of Canada under National Policy 11-206 – Process
for Cease to be a Reporting Issuer Applications. i3 Energy is
expected to be converted to a private limited company and its name
changed to Gran Tierra UK Limited. As disclosed in the Scheme
Document, i3 Energy Shares are expected to be transferred to a
wholly-owned subsidiary of Gran Tierra following completion of the
re-registration.
Full details of the Acquisition are set out in
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.
Enquiries:
Gran Tierra
Gary Guidry
Ryan Ellson |
Tel: +1 (403) 265 3221 |
|
|
i3 Energy
Majid Shafiq (CEO) |
c/o Camarco
Tel: +44 (0) 203 757 4980 |
|
|
Stifel Nicolaus Europe Limited (Joint Financial Adviser to
Gran Tierra)
Callum Stewart
Simon Mensley |
Tel: +44 (0) 20 7710 7600 |
|
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Eight Capital (Joint Financial Adviser to Gran
Tierra)
Tony P. Loria
Matthew Halasz |
Tel: +1 (587) 893 6835 |
|
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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 |
|
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National Bank Financial
Inc. (Financial Adviser to i3 Energy)
Tarek Brahim Arun Chandrasekaran |
Tel: +1 (403) 410 7749 |
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Camarco
Georgia Edmonds, Violet Wilson, Sam Morris |
Tel: +44 (0) 203 757 4980 |
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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
Stifel Nicolaus Europe Limited ("Stifel"),
which is authorised and regulated by the FCA in the UK, is acting
as financial adviser exclusively for Gran Tierra and no one else in
connection with the matters referred to in this announcement and
will not be responsible to anyone other than Gran Tierra for
providing the protections afforded to its clients or for providing
advice in relation to matters referred to in this announcement.
Neither Stifel, 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 Stifel in connection with this
announcement, any statement contained herein or otherwise.
Eight Capital ("Eight
Capital"), which is authorised and regulated by the
Canadian Investment Regulatory Organization in Canada, is acting
exclusively for Gran Tierra and for no one else in connection with
the subject matter of this announcement and will not be responsible
to anyone other than Gran Tierra for providing the protections
afforded to its clients or for providing advice in connection with
the subject matter of this announcement.
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.
Tudor, Pickering, Holt & Co. Securities -
Canada, ULC ("TPH&Co."), which is regulated by the Canadian
Investment Regulatory Organization and a member of the Canadian
Investor Protection Fund, is acting exclusively for i3 Energy by
way of its engagement with i3 Energy Canada Ltd., a wholly owned
subsidiary of i3 Energy, in connection with the matters referred to
in this announcement and for no one else, and will not be
responsible to anyone other than i3 Energy for providing the
protections afforded to its clients nor for providing advice in
relation to the matters set out in this announcement. Neither
TPH&Co. nor any of its subsidiaries, branches or affiliates and
their respective directors, officers, employees or agents, 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 TPH&Co. in
connection with this announcement, any statement contained herein
or otherwise.
National Bank Financial Inc. ("NBF"), which is
regulated by the Canadian Investment Regulatory Organization and a
member of the Canadian Investor Protection Fund, is acting as
financial adviser to i3 Energy Canada Ltd., a wholly-owned
subsidiary of i3 Energy plc, in connection with the subject matter
of this announcement. Neither NBF, nor any of its subsidiaries,
branches or affiliates and their respective directors, officers,
employees or agents, 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 NBF in connection with 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 or the solicitation of any
vote or approval in any jurisdiction, pursuant to this announcement
or otherwise nor shall there be any sale, issuance or transfer of
securities of Gran Tierra or i3 Energy pursuant to the Acquisition
in any jurisdiction in contravention of applicable laws.
This announcement is not an offer of securities
for sale in the United States or in any other jurisdiction. No
offer of securities shall be made in the United States absent
registration under the U.S. Securities Act of 1933, as amended (the
“U.S. Securities Act”), or pursuant to an exemption from, or in a
transaction not subject to, such registration requirements. Any
securities issued as part of the Acquisition are anticipated to be
issued in reliance upon available exemption from such registration
requirements pursuant to Section 3(a)(10) of the U.S.
Securities Act. Any New Gran Tierra Shares to be issued in
connection with the Acquisition are expected to be issued in
reliance upon the prospectus exemption provided by Section 2.11 or
Section 2.16, as applicable, of National Instrument 45-106 –
Prospectus Exemptions of the Canadian Securities Administrators and
in compliance with the provincial securities laws of Canada.
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 circular 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.
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/ and on
Gran Tierra's website
https://www.grantierra.com/investor-relations/recommended-acquisition/
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.
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 and method of
completion, and scope of the Acquisition, the expected actions of
i3 Energy and Gran Tierra upon completion of the Acquisition 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 assume 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.
Early Warning Reporting Provisions of Canadian
Securities Laws
Certain of the information in this announcement
is being issued under the early warning reporting provisions of
Canadian securities laws. An early warning report with additional
information in respect of the foregoing matters will be filed and
made available under the SEDAR profile of i3 Energy
at www.sedarplus.ca. The purpose of the Scheme was to enable
Gran Tierra to acquire 100% of the share capital of i3 Energy.
Immediately prior to the completion of the Scheme, Gran Tierra did
not own, directly or indirectly, any securities of i3 Energy. To
obtain a copy of the early warning report, you may also
contact Phillip Abraham, Vice President, Legal & Business
Development at 403-698-7918. Gran Tierra is an oil and
gas company subsisting under the laws of Delaware, United
States and its head office is located at 500 Centre Street
SE, Calgary, Alberta T2P 1A6 and i3 Energy's head office
is located at 500, 207 – 9 Ave SW, Calgary, Alberta T2P
1K3.
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