NOT FOR
RELEASE, PUBLICATION OR DISTRIBUTION IN, INTO OR FROM ANY
JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION
29/10/2024
FOR IMMEDIATE RELEASE
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
COURT SANCTION OF SCHEME OF
ARRANGEMENT
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 7 October 2024,
the board of directors of i3 Energy announced that at a Court
Meeting and General Meeting of i3 Energy Shareholders held on the
same date as the announcement, the necessary resolutions had been
duly passed to implement the Acquisition subject to the
satisfaction or waiver of certain conditions and the sanction of
the Scheme by the Court at the Scheme Court Hearing.
i3 Energy and Gran Tierra are pleased to
announce that following the Scheme Court Hearing held earlier
today, the Court has issued the Court Order sanctioning the Scheme
pursuant to which the Acquisition is to be implemented.
Pursuant to the Court Order, the Scheme will
become effective on delivery of the Court Order to the Registrar of
Companies which is expected to occur on 31 October 2024.
Next
Steps
There have been no material changes to the
expected timetable of principal events for the Acquisition as set
out in the announcement made by i3 Energy on 7 October 2024 in
relation to the results of the Court Meeting and the i3 Energy
General Meeting.
A further announcement will be made when the
Scheme has become Effective.
General
Full details of the Scheme are set out in the
Scheme Document.
Capitalised terms used but not defined in this
announcement shall, unless otherwise defined, have the same
meanings as set out in the Scheme Document. All references to times
in this announcement are to London times unless otherwise
stated.
Enquiries:
i3
Energy
Majid Shafiq (CEO)
|
c/o Camarco
Tel: +44 (0) 203 757 4980
|
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 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/ 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.
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 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 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.