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
THAT JURISDICTION.
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
29 August 2024
Publication of
Scheme Document and Notices of Meetings
On 19 August 2024, the boards of directors of
i3 Energy and Gran Tierra announced that they had agreed 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 to be implemented by means
of a Court-sanctioned scheme of arrangement between i3 Energy and
Gran Tierra under Part 26 of the Companies Act 2006
(the "Scheme") and is
subject to the terms and conditions set out in the scheme document
relating to the Acquisition (the "Scheme Document").
Publication
and posting of the Scheme Document
i3 Energy and Gran Tierra are pleased to
announce that the Scheme Document, together with, among other
things, the associated Forms of Proxy, Canadian Forms of Proxy,
Form of Election and Letter of Transmittal are today being sent, or
made available to i3 Energy Shareholders and, for information only,
to persons with information rights and participants in the i3
Energy Share Plans.
The Scheme Document contains, among other
things, a letter from the Chairman of i3 Energy, the full terms and
conditions of the Scheme, an explanatory statement pursuant to
section 897 of the Companies Act 2006, the full terms and
conditions of the Scheme and the Acquisition, an expected timetable
of principal events, notices of the Court Meeting and General
Meeting and details of the actions to be taken by i3 Energy
Shareholders.
A copy of the Scheme Document will be made
available, subject to certain restrictions relating to persons
resident in Restricted Jurisdictions, on i3 Energy's website at
https://i3.energy/grantierra-offer-terms/
and Gran Tierra's website at
https://www.grantierra.com/investor-relations/recommended-acquisition/
by no later than 12 noon on 30 August 2024.
Unless otherwise defined, all capitalised terms
in this announcement have the meaning given to them in the Scheme
Document. All references to times are to London, UK, times unless
otherwise stated.
Action
required
As further detailed in the Scheme Document, in
order to become Effective, amongst other things, the Scheme will
require: (i) the approval of a majority in number of the Scheme
Shareholders present and voting (in person or by proxy) at the
Court Meeting representing not less than 75 per cent. in value of
the relevant Scheme Shares voted; (ii) the passing of the
Resolution at the General Meeting; and (iii) the subsequent
sanction of the Scheme by the Court. The Scheme is also
subject to the satisfaction or waiver of the Conditions and further
terms that are set out in the Scheme Document.
Notices convening the Court Meeting and General
Meeting, both of which will be held at the offices of APCO, Floor
5, 40 Strand, London, WC2N 5RW on 7 October 2024, are set out in
Part 13 (Notice of Court
Meeting) and Part 14 (Notice of i3 Energy General Meeting)
of the Scheme Document. The Court Meeting will commence at
1.00pm, and the General Meeting at 1.15pm (or, if later, as soon as
the Court Meeting has concluded or been adjourned).
Any changes to the arrangements for the Court
Meeting and the General Meeting will be communicated to Scheme
Shareholders before the i3 Energy Meetings, including through i3
Energy's website at https://i3.energy/ and by announcement
through a Regulatory Information Service.
Scheme Shareholders and i3 Energy Shareholders
are encouraged to submit proxy appointments and instructions for
the Court Meeting and the General Meeting as soon as possible using
any of the methods set out in the Scheme Document. Scheme
Shareholders and i3 Energy Shareholders are also encouraged to
appoint the Chair of the relevant Meeting as their
proxy.
It is important that, for the Court Meeting in
particular, as many votes as possible are cast so that the Court
may be satisfied that there is a fair representation of the opinion
of Scheme Shareholders. Scheme Shareholders are therefore
strongly urged to complete, sign and return your Forms of Proxy or
Canadian Forms of Proxy by post (or transmit a proxy appointment
and voting instruction online via https://www.signalshares.com,through
the CREST electronic proxy appointment service or as otherwise set
out in the Scheme Document) as soon as possible.
Recommendation
The i3 Energy
Directors, who have been so advised by Zeus Capital as to the
financial terms of the Acquisition, consider the terms of the
Acquisition to be fair and reasonable. In providing its advice to
the i3 Energy Directors, Zeus Capital has taken into account the
commercial assessments of the i3 Energy Directors. In addition, the
i3 Energy Directors consider the terms of the Acquisition to be in
the best interests of the i3 Energy Shareholders as a whole. Zeus
Capital is providing independent financial advice to the i3 Energy
Directors for the purposes of Rule 3 of the Takeover
Code.
Accordingly,
the i3 Energy Directors recommend unanimously that the i3 Energy
Shareholders vote in favour of the Scheme at the Court Meeting and
the resolution to be proposed at the i3 Energy General Meeting as
those i3 Energy Directors who hold i3 Energy Shares have
irrevocably undertaken to do in respect of their own beneficial
holdings of in aggregate 32,139,532 i3 Energy Shares, representing
approximately 2.7 per cent. of the existing issued ordinary share
capital of i3 Energy on the Last Practicable Date (excluding any i3
Energy Shares held in treasury).
Information
for i3 Energy Shareholders
If you have any questions about this
announcement, the Scheme Document, the Court Meeting or the i3
Energy General Meeting or how to complete the Forms of Proxy or to
appoint a proxy electronically, through the CREST electronic proxy
appointment service or as otherwise set out in the Scheme Document,
please call the i3 Energy Shareholder Helpline administered by i3
Energy's registrar, Link Group, on +44 (0)371 664 0321 (please use
the country code when calling from outside the UK). Calls to this
number are charged at the standard geographic rate and will vary by
provider. Calls from outside the UK will be charged at the
applicable international rate. The helpline is open between 9.00
a.m. and 5.30 p.m., Monday to Friday, excluding public holidays in
England and Wales.
If you are a Registered Canadian i3 Energy
Shareholder and you have any queries relating to the Scheme
Document or the completion and return of the Canadian Forms of
Proxy or other forms accompanying the Scheme Document, please call
Odyssey at 1-587-885-0960. Odyssey can be reached from 8:00am MST
to 5:00pm MST, Monday to Friday, excluding holidays in
Alberta.
Please note that Link Group and Odyssey cannot
provide any financial, legal or tax advice nor provide any advice
on the merits of the Scheme and calls may be recorded and monitored
for security and training purposes.
Timetable
The Scheme Document contains a current expected
timetable of principal events relating to the Scheme, which is also
set out in the Appendix to this announcement.
Subject to obtaining the approval of Scheme
Shareholders at the Court Meeting and i3 Energy Shareholders at the
General Meeting, the sanction of the Court and the satisfaction
(or, where applicable, waiver) of the other Conditions, the Scheme
is expected to become Effective during the fourth quarter of
2024. The Scheme will become Effective upon a copy of the
Court Order being delivered to the Registrar of Companies for
registration.
It is intended that following the Scheme
becoming Effective, the London Stock Exchange will be requested to
cancel trading of i3 Energy Shares on AIM and the i3 Energy Shares
will be delisted from the TSX. Such cancellation and delisting is
expected to take effect shortly following the Scheme becoming
Effective. It is expected that around this time i3 Energy will
become a private limited company.
APPENDIX
Expected
timetable of principal events
|
Event
|
Time/Date[i]
|
|
Publication of the Scheme Document
|
29 August
2024
|
|
Beneficial Ownership Determination
Date
|
27 August
2024
|
|
Latest time for lodging Forms of Proxy and
Canadian Forms of Proxy for use at the Court Meeting (BLUE Form of
Proxy and YELLOW Canadian Form of Proxy)
|
1.00 p.m. on 3
October 2024[ii]
|
|
Latest time for lodging Forms of Proxy and
Canadian Forms of Proxy for use at the i3 Energy General Meeting
(WHITE Form of Proxy and PINK Canadian Forms of Proxy)
|
1.15 p.m. on 3
October 2024[iii]
|
|
Voting Record Time
|
6.30 p.m. on 3
October 2024[iv]
|
|
Court Meeting[v]
|
1.00 p.m. on 7
October 2024
|
|
i3 Energy General Meeting
|
1.15 p.m. on 7
October 2024[vi]
|
|
Court Hearing to seek sanction of the
Scheme
|
A date ("D") which is as soon as reasonably
practicable following the satisfaction or (if applicable) waiver of
Conditions 2(a) and (b), 3 (a) to (d) inclusive, and 3(e)(i) and
(iii) of Part A of Part 3 of the Scheme Document.[vii]
|
|
Last day of dealings in, and for registration
of transfers of, and disablement in CREST of i3 Energy
Shares
|
D + 1 Business
Day
|
|
Election Return Time (last day for receipt of
GREEN Forms of Election and Letters of Transmittal or, for
uncertificated i3 Energy Shareholders, Electronic Elections) in
respect of the Mix and Match Facility
|
No earlier than 1.00
p.m. on the date seven calendar days prior to the date of the Court
Hearing to sanction the Scheme[viii]
|
|
Suspension of trading, and dealings, in i3
Energy Shares
|
6.00 p.m. on D + 1
Business Day
|
|
Scheme Record Time
|
6.00 p.m. on D + 1
Business Day
|
|
Effective Date[ix]
|
D + 2 Business
Days
|
|
Announcement concerning the extent to which
elections under the Mix and Match Facility will be
satisfied
|
Effective Date + 1
Business Day
|
|
New Gran Tierra Shares issued to i3 Energy
Shareholders
|
by no later than 8.00
a.m. on Effective Date + 1 Business Day
|
|
Admission and commencement of dealings in New
Gran Tierra Shares on the London Stock Exchange
|
by 8.00 a.m. on
Effective Date plus 1 Business Day
|
|
Admission and commencement of dealings in New
Gran Tierra Shares on the NYSE American
|
9.00 a.m. (New York
Time) on Effective Date + 1 Business Day
|
|
Admission and commencement of dealings in New
Gran Tierra Shares on the TSX
|
within 3 Business
Days of the Effective Date
|
|
Cancellation of the admission to trading of i3
Energy Shares on AIM and the TSX
|
on or around 3
Business Days following the Effective Date
|
|
Accounts of uncertificated i3 Energy
Shareholders to be credited with New Gran Tierra Shares
|
on or soon after 8.00
am on the day of Admission but not later than 14 days after the
Effective Date
|
|
Despatch of share certificates or DRS advices
for, New Gran Tierra Shares (as applicable)
|
within 14 days of the
Effective Date
|
|
Latest date for accounts of uncertificated i3
Energy Shareholders to be credited with, and for despatch of
cheques to certificated i3 Energy Shareholders in respect of, any
cash consideration due under the Scheme (in both cases, including
any cash due in relation to the sale of fractional
entitlements)
|
within 14 days of the
Effective Date
|
|
Long Stop Date
|
28 February
2025[x]
|
Notes:
Enquiries:
Ashurst LLP is acting as UK legal adviser,
Stikeman Elliott LLP is acting as Canadian legal adviser and
Gibson, Dunn & Crutcher LLP is acting as US legal adviser to
Gran Tierra in connection with the Acquisition. Burness Paull LLP
is acting as UK legal adviser and Norton Rose Fulbright Canada LLP
is acting as Canadian legal adviser to i3 Energy in connection with
the Acquisition.
|
Gran Tierra
Gary Guidry
Ryan Ellson
|
+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
|
+44 (0) 20 7710 7600
|
|
|
|
|
Eight Capital (Joint Financial Adviser to Gran
Tierra)
Tony P. Loria
Matthew Halasz
|
+1 (587) 893 6835
|
|
|
|
|
Zeus Capital Limited (Rule 3 Financial Adviser, Nomad and
Joint Broker to i3 Energy)
James Joyce, Darshan Patel,
Isaac Hooper
|
+44 (0) 203 829 5000
|
|
|
|
|
Tudor, Pickering, Holt & Co. Securities - Canada, ULC
(Financial Adviser to i3 Energy)
Brendan Lines
|
+1 403 705 7830
|
|
|
|
|
National Bank Financial Inc. (Financial Adviser to i3
Energy)
Tarek Brahim
Arun Chandrasekaran
|
+1 403 410 7749
|
|
|
|
|
Camarco
Andrew Turner
Violet Wilson
Sam Morris
|
+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
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.