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
31 October 2024
RECOMMENDED AND FINAL CASH AND SHARE
ACQUISITION
for
i3 Energy plc ("i3
Energy")
by
Gran Tierra Energy Inc.
("Gran Tierra")
implemented by way of a scheme of
arrangement under Part 26 of the Companies Act
2006
Results of Elections under the Mix and
Match Facility
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. Furthermore, on 31 October 2024 Gran Tierra announced
that the scheme had become effective and the i3 Energy shares were
suspended on the AIM market at 7:30 a.m. on 31 October 2024.
Trading of i3 Energy shares was halted on the TSX at market open on
30 October 2024.
Under the Scheme, Scheme Shareholders on i3
Energy's register of members at the Scheme Record Time are entitled
to receive 1 New Gran Tierra Share for every 270 Scheme Shares
held and 10.43 pence in cash for each Scheme Share held, subject
to any adjustments to such consideration resulting from valid
Elections made pursuant to the Mix and Match Facility. The deadline
for receipt of valid Elections under the Mix and Match Facility was
1.00 p.m. on 22 October 2024.
Under the Mix and Match Facility, valid
Elections for more New Gran Tierra Shares were received from Scheme
Shareholders in respect of 5,397,705 Scheme Shares, representing
approximately 0.45 per cent. of the aggregate number of Scheme
Shares, and valid Elections for more cash were received from Scheme
Shareholders in respect of 528,817,169 Scheme Shares, representing
approximately 43.98 per cent. of the aggregate number of Scheme
Shares.
The ability to satisfy Elections was dependent
upon Scheme Shareholders making equal and opposite
Elections.
Scheme Shareholders who made valid Elections for
more New Gran Tierra Shares have had such Elections satisfied in
full. In respect of the Scheme Shares for which valid Elections
have been received for more New Gran Tierra Shares and which have
been satisfied, Scheme Shareholders will receive 0.02042172 of a
New Gran Tierra Share per Scheme Share.
Scheme Shareholders who made valid Elections for
more cash have had such Elections scaled back on a pro rata basis
by approximately 96.7 per cent. so that approximately 3.3 per cent.
of a valid Election for more cash has been satisfied. In respect of
Scheme Shares for which a valid Election has been made for more
cash, Scheme Shareholders will receive 10.536460 pence in cash per
Scheme Share and 0.004672 of a new Gran Tierra share per Scheme
Share.
Scheme Shareholders who did not make valid
Elections have not participated in the Mix and Match Facility. In
respect of Scheme Shares for which no valid Elections have been
made, Scheme Shareholders will receive the default consideration,
being 1 New Gran Tierra Share for every 270 Scheme Shares held and
10.43 pence in cash per Scheme Share.
Enquiries:
Gran
Tierra
Gary Guidry
Ryan Ellson
|
Tel: +1 (403) 265 3221
|
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
|
Stifel Nicolaus Europe Limited (Joint Financial Adviser to
Gran Tierra)
Callum Stewart
Simon Mensley
|
Tel: +44 (0) 20 7710 7600
|
Eight Capital (Joint Financial Adviser to Gran
Tierra)
Tony P. Loria
Matthew Halasz
|
Tel: +1 (587) 893 6835
|
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.
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.
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.
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.
Responsibility
The person responsible for arranging
the release of this announcement on behalf of i3 Energy
is Pedro Zutara.
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 method of completion, 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.