Posting of Open Offer Circular

RNS Number : 2266T

i3 Energy PLC

19 March 2019

 

i3 Energy plc

("i3" or the "Company")

Posting of Open Offer Circular

i3 Energy plc, an independent oil and gas company with assets and operations in the UK, announces that it will today post a circular to shareholders regarding an Open Offer to raise up to £2 million of additional funds for the Company, as announced on 12^th March 2019.

An expected timetable of principal events, as well as a letter from the Chairman contained within the circular, is as follows. The full circular will be made available on the Company's website.

Letter from the Chairman

Open Offer of up to 5,468,991 Ordinary Shares at a price of 37 pence per Ordinary Share

1.         Introduction

On 12 March 2019, the Company announced that it had, conditional on the passing of certain Resolutions at the General Meeting (to be held on 29 March 2019) raised £16 million (before expenses) through the placing (the "Placing") of the First Tranche Shares and the Second Tranche Shares to new and existing investors at the Placing Price.  The net proceeds of the Placing will be used for asset development, namely to partially fund the Company's planned 2019 development and appraisal drilling campaign and for general corporate purposes. 

In order to provide Qualifying Shareholders who have not been afforded the opportunity to participate in the Placing with an opportunity to subscribe for new Ordinary Shares at the Placing Price, the Company is pleased to offer Qualifying Shareholders the opportunity to participate in the Open Offer.  The Open Offer is conditional upon the passing of Resolutions 1 and 5 (which seek authorisation for the Directors to allot the Open Offer Shares) at the General Meeting.  If Resolutions 1 and 5 are not passed by the Shareholders, the Open Offer will not proceed.

2.         Reasons for the Open Offer and use of proceeds

The Directors consider that, following on from the Placing, existing Shareholders should, where it is practical for them to do so, have the opportunity to participate in an issue of Open Offer Shares at the Placing Price.  Therefore, on behalf of the Directors, it is my pleasure to offer to all Qualifying Shareholders an opportunity to participate in the Open Offer, by making available up to 5,468,991 new Ordinary Shares to Qualifying Shareholders at the Placing Price. The Open Offer provides an opportunity for all Qualifying Shareholders to participate in a fundraising by subscribing for Open Offer Shares pro rata to their current holding of Ordinary Shares.

In the event that the Open Offer is not fully subscribed, the Open Offer will lapse to the extent that the Open Offer Entitlements have not been subscribed to.  In the event that both Resolutions 1 and 5 are not passed by the Shareholders at the General Meeting, the Open Offer will lapse in full. 

The net proceeds of the Open Offer will be used for asset development and working capital requirements in advance of the Company's anticipated 2020 first oil date.

3.         Details of the Open Offer

On, and subject to, the terms and conditions of the Open Offer and subject also to the passing of Resolutions 1 and 5 at the General Meeting, the Company invites all Qualifying Shareholders to apply for Open Offer Shares at the Placing Price, payable in full on application and free of all expenses, on the following basis:

2 Open Offer Shares for every 15 Existing Ordinary Shares

held on the Record Date and in proportion to the number of Existing Ordinary Shares then held.  Entitlements of Qualifying Shareholders will be rounded down to the nearest whole number of Open Offer Shares. Fractional entitlements which would otherwise arise will not be issued to the Qualifying Shareholders.

To the extent that Qualifying Shareholders do not apply for their Open Offer Entitlements in full, Open Offer Entitlements will lapse.  Further details of the Open Offer are given in Part III of the circular.  Shareholders should note that the Open Offer is conditional upon the passing of Resolutions 1 and 5 (which seek authorisation for the Directors to allot the Open Offer Shares on a non pre-emptive basis) at the General Meeting.  If Resolutions 1 and 5 are not passed by the Shareholders, the Open Offer will not proceed. 

Not all Shareholders will be Qualifying Shareholders. In particular, Overseas Shareholders who are located in, or are citizens of, or have a registered office address in a Restricted Jurisdiction will not qualify to participate in the Open Offer. The attention of Qualifying Shareholders and, in particular, Overseas Shareholders is drawn to paragraph 6 of Part III of the circular.

Valid applications by Qualifying Shareholders will be satisfied in full up to their Open Offer Entitlements.  Qualifying Shareholders can apply for less than their entitlements under the Open Offer.

Open Offer Entitlements set out in an Application Form may be converted into uncertificated form, that is, deposited into CREST (whether such conversion arises as a result or a renunciation of those rights or otherwise). Similarly, CREST Open Offer Entitlements held in CREST may be withdrawn from CREST and an Application Form used instead.

Application will be made for the Open Offer Entitlements to be admitted to CREST. It is expected that such CREST Open Offer Entitlements will be credited to CREST on 20 March 2019. The CREST Open Offer Entitlements will be enabled for settlement in CREST until 11.00 a.m. on 3 April 2019.  Applications through the CREST system may only be made by the Qualifying CREST Shareholder originally entitled or by a person entitled by virtue of bona fide market claims. The Open Offer Shares must be paid in full on application. The latest time and date for receipt of completed Application Forms or CREST application and payment in respect of the Open Offer is 11.00 a.m. on 3 April 2019.

Qualifying Shareholders should note that the Open Offer is not a rights issue and therefore to the extent that additional Open Offer Shares are not subscribed by existing Shareholders, Open Offer entitlements will lapse.

The Open Offer Shares will be issued free of all liens, charges and encumbrances and will, when issued and fully paid, rank pari passu in all respects with the Existing Ordinary Shares, including the right to receive all dividends and other distributions declared, made or paid after the date of their issue. Application will be made to the London Stock Exchange for the admission of the Open Offer Shares to trading on AIM. It is expected that Admission will occur and that dealings will commence at 8.00 a.m. on or about 5 April 2019, at which time it is also expected that the Open Offer Shares will be enabled for settlement in CREST.

Details of the further terms and conditions of the Open Offer, including the procedure for application and payment, are contained in Part III of the circular and on the Application Form enclosed with the circular.

If a Qualifying Shareholder does not wish to apply for Open Offer Shares, he or she does not need to take any action and should not complete or return the Application Form or send a USE message through CREST.

4.         Overseas Shareholders

The attention of Qualifying Shareholders who have registered addresses outside the United Kingdom, or who are citizens or residents of countries other than the United Kingdom, or who are holding Existing Ordinary Shares for the benefit of such persons (including, without limitation, custodians, nominees, trustees and agents) or who have a contractual or other legal obligation to forward the circular or the Application Form to such persons, is drawn to the information which appears in paragraph 6 of Part III of the circular..

In particular, Qualifying Shareholders who have registered addresses in or who are resident in, or who are citizens of, countries other than the UK (including without limitation any Restricted Jurisdiction), should consult their professional advisers as to whether they require any governmental or other consents or need to observe any other formalities to enable them to take up their Open Offer Entitlements.

5.         Action to be taken

Qualifying Non-CREST Shareholders wishing to apply for Open Offer Shares must complete the Application Form, which accompanies the circular, in accordance with the instructions set out in paragraph 4 of Part III of the circular and on the accompanying Application Form and return it with the appropriate payment in the envelope addressed to the Receiving Agent by post or by hand (during normal business hours only) to Link Asset Services, Corporate Actions, The Registry, 34 Beckenham Road, Beckenham, Kent, BR3 4TU, so as to arrive no later than 11.00 a.m. on 3 April 2019. 

If you are a Qualifying CREST Shareholder, no Application Form will be sent to you. Qualifying CREST Shareholders will have Open Offer Entitlements credited to their stock accounts in CREST. You should refer to the procedure for application set out in paragraph 5 of Part III of the circular. The relevant CREST instructions must have settled in accordance with the instructions in paragraph 5 of t of the circular by no later than 11.00 a.m. on 3 April 2019.

Qualifying CREST Shareholders who are CREST sponsored members should refer to their CREST sponsors regarding the action to be taken in connection with the circular and the Open Offer.

If you do not wish to apply for any Open Offer Shares under the Open Offer, you should not complete or return the Application Form or send a USE message through CREST.

6.         Risk Factors

Your attention is drawn to the Risk Factors set out in Part II of the circular. Shareholders are advised to read the whole of the circular and not rely solely on the summary information presented in this letter

7.         Directors' Intentions

As noted in the circular and notice of General Meeting despatched by the Company on 13 March 2019, it is the Directors' intention to vote in favour of all of the Resolutions in respect of their own beneficial shareholdings, being at the Record Date, 13,138,871 Ordinary Shares, representing approximately 32 per cent. of the Existing Issued Ordinary Share Capital and, taking into account participation of the Directors in the Placing, will represent approximately 25 per cent. of the Existing Issued Ordinary Share Capital as enlarged by the allotment and issue of the First Tranche Shares.  There can, however, be no guarantee that the requisite majority of Shareholders will vote in favour of the Resolutions (and in particular, Resolutions 1 and 5), and Shareholders are reminded that, to the extent such Resolutions are not passed, the Open Offer will not proceed.

Yours faithfully

David John Wissler Knox

Chairman

Expected Timetable of Principal Events

Record Date for entitlements under the Open Offer		15 March 2019
Announcement of the Open Offer		19 March 2019
Posting of the circular, and to Qualifying Non-CREST Shareholders only, the Application Form		19 March 2019
Existing Ordinary Shares marked 'ex' by London Stock Exchange		8.00 a.m. on 19 March 2019
Open Offer Entitlements credited to stock accounts in CREST of Qualifying CREST Shareholders		8.00 a.m. on 20 March 2019
Recommended latest time for requesting withdrawal of CREST Open Offer Entitlements from CREST		4.30 p.m. on 28 March 2019
Recommended latest time for depositing CREST Open Offer Entitlements into CREST		3.00 p.m. on 29 March 2019
Latest time and date for splitting of Application Forms (to satisfy bona fide market claims only)		3.00 p.m. on 1 April 2019
Latest time and date for acceptance of the Open Offer, receipt of completed Application Forms from Qualifying Shareholders and payment in full under the Open Offer or settlement of relevant CREST instruction (as appropriate)		11.00 a.m. on 3 April 2019
Results of the Open Offer announced		4 April 2019
Admission and commencement of dealings in the Open Offer Shares		8.00 a.m. on 5 April 2019
Open Offer Shares credited to CREST stock accounts		5 April 2019
Dispatch of definitive share certificates for Open Offer Shares held in certificated form		12 April 2019

Notes:

1.     Each of the times and dates above are indicative only and are subject to change. If any of the above times 
and/or dates change, the revised times and/or dates will be notified by the Company to Shareholders by 
announcement through a regulatory information service.

2.     All of the above times refer to London time unless otherwise stated.

ENDS

CONTACT DETAILS:

	i3 Energy plc
	Majid Shafiq (CEO) / Graham Heath (CFO)	c/o Camarco Tel: [phone]
	WH Ireland Limited (Nomad and Joint Broker)
	James Joyce, James Sinclair-Ford	Tel: [phone]
	GMP FirstEnergy (Joint Broker)
	Jonathan Wright	Tel: [phone]
	Canaccord Genuity Limited (Joint Broker) Henry Fitzgerald- O'Connor, James Asensio	Tel: [phone]
	Camarco Georgia Edmonds, Jane Glover, James Crothers	Tel: [phone]

Notes to Editors: i3 is an oil and gas development company initially focused on the North Sea. The Company's core asset is the Greater Liberator Area, located in Blocks 13/23d and 13/23c, containing 11 MMBO of 2P Reserves, 22 MMBO of 2C Contingent Resources and 47 MMBO of mid-case Prospective Resources. The Greater Liberator Area consists of the Liberator oil field discovered by well 13/23d-8 and the Liberator West extension, both of which i3 hold a 100% working interest in. The Company's strategy is to acquire high quality, low risk producing and development assets, to broaden its portfolio and grow its reserves and production. The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.

 

END

 

 

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