Posting of Shareholder Circular & Options Issuance

RNS Number : 8214E

i3 Energy PLC

09 July 2021

 

9 July 2021

i3 Energy plc

("i3", "i3 Energy" or the "Company")

Posting of Shareholder Circular and Options Issuance

Capitalised terms used in this announcement have the meanings given to them in the announcements made by the Company on 7 July 2021.

i3 Energy plc (AIM:I3E) (TSX:ITE), an independent oil and gas company with assets and operations in the UK and Canada, confirms that it has posted a circular to shareholders (the "Circular"), including the notice of general meeting in connection with the Placing and PrimaryBid Offer announced on 7 July 2021.

The general meeting (the "General Meeting") will be held at the offices of W.H. Ireland Limited at 24 Martin Lane, London, EC4R 0DR, United Kingdom on 26 July 2021 at 11:00 a.m. (BST).  The Company wishes to conduct the General Meeting in a way that limits the risk associated with the Coronavirus pandemic and complies with the law.  In light of this, although shareholders (including their duly appointed proxies and/or corporate representatives) will be, subject to any changes to the rules which may arise after the publication of this Announcement, permitted to attend the General Meeting in person, shareholders will be discouraged from doing so.

The Company does not expect there to be any significant physical turnout by shareholders but it would help the Company's planning if shareholders who wished to attend physically could email [e-mail] by no later than 11:00 a.m. (BST) on 22 July 2021 to confirm their wish to attend in order that the Company can be confident that the facilities proposed for the General Meeting will be able to accommodate attendance in accordance with appropriate COVID procedures.

The Company remains committed to encouraging shareholder engagement on the business of the General Meeting.  As such, in addition to voting by proxy, Shareholders can submit questions to the Board in advance of the General Meeting by emailing such questions to [e-mail] by no later than 11:00 a.m. (BST) on 22 July 2021.  The Board will consider all questions received and provide a response to those that directly relate to the matters of the General Meeting.  Answers to shareholders' questions will be posted on the Company's website at https://www.i3.energy/investor-relations/shareholder-faqs/ by 27 July 2021.

The situation surrounding the outbreak of COVID-19 is constantly evolving.  Any changes to the arrangements for the General Meeting will be communicated to shareholders before the General Meeting, including through i3's website at https://www.i3.energy/ and by announcement via a regulatory information service.

Shareholders are strongly encouraged to appoint the Chair of the General Meeting as their proxy for the General Meeting.  This will ensure that shareholders' votes will be counted even if attendance at the General Meeting is restricted or they are unable to attend.

Details of how shareholders can appoint the Chair of the General Meeting as their proxy are set out within Paragraph 7 (Action to be taken) of Part II (Letter from the Chair) of the Circular.

A copy of the Circular for use in connection with the General Meeting is available on the Company's website, https://i3.energy/

Substantial Shareholder and related party transaction

The following existing substantial Shareholders will be participating in the Placing:

Shareholder	Number of existing Ordinary Shares	Percentage of Existing Issued Share Capital	Number of Placing Shares allocated	Number of Ordinary Shares held following Admission	Percentage of Enlarged Share Capital following Admission
Bybrook Capital	206,438,717	28.4%	54,545,000	260,983,717	23.9%
Premier Miton Investors	105,000,000	14.4%	54,388,000	159,388,000	14.6%

Where a company enters into a related party transaction, under the AIM Rules the independent directors of the company are required, after consulting with the company's Nominated Adviser, to state whether, in their opinion, the transaction is fair and reasonable in so far as its Shareholders are concerned.

Bybrook Capital and Premier Miton Investors by virtue of being a substantial shareholder is considered to be "related party" as defined under the AIM Rules. Bybrook Capital and Premier Miton Investors participation in the Placing constitutes a related party transaction for the purposes of rule 13 of the AIM Rules.

The Directors consider, having consulted with the Company's Nominated Adviser, WHI, that the terms of Bybrook Capital and Premier Miton Investors participation in the Placing are fair and reasonable insofar as the Shareholders are concerned.

Employee and Director Options

Conditional only on the ordinary shares relating to the Placing and PrimaryBid Offer being admitted to trading on AIM, the Company intends to grant option awards over 53,705,491 new ordinary shares to employees and directors of the Company and its group (the "Group") (the "New Options").  The New Options will have an exercise price equal to the Issue Price.

The New Options will vest after three years, subject to accelerated vesting on the following performance targets being met:

a)  For employees of i3 Energy North Sea Limited (other than the executive Directors and those employees in corporate roles)

• One-third on Admission;

• One-third at spud of the earlier of a second appraisal well or first development well at either Serenity or Liberator; and

• 100 per cent. upon the addition of 2,500 bopd of European production.

b)  For employees of i3 Energy Canada Ltd.

• One-third on Admission;

• One-third if production of 20,000 boepd is achieved prior to July 2022 (substantially funded from internally generated cash flow); and

• 100 per cent. upon the addition of 9,250 boepd or 50 MMboe 2P reserves.

c)  For the Directors and those employees of the Group in corporate roles

• One-third on Admission;

• One-third: (i) at spud of the earlier of a second appraisal well or first development well at either Serenity or Liberator; or (ii) if production of 20,000 boepd is achieved prior to July 2022 (substantially funded from internally generated cash flow), whichever is first to occur; and

• 100 per cent. upon: (i) the addition of 2,500 bopd of European production; or (ii) the addition of 9,250 boepd or 50 MMboe 2P reserves, whichever is first to occur.

To incentivise the UK and Canadian offices of the Group to work as one team and assist each other as required going forward, if one of the offices satisfies one of the early vesting criteria for the New Options (other than on Admission), then the equivalent vesting criteria for the other office shall be deemed 20 per cent satisfied (and a further 6.67 per cent. of the New Options held by employees in the other office would vest immediately).

Approximately 75% of the Company's current option pool is allocated to employees and it is envisaged a similar allocation will be made for the New Options. A further announcement will be made in due course disclosing the number of New Options being awarded to the Directors once the allocation of the New Options has been determined.

END

Enquiries:

	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]
	Canaccord Genuity Limited (Joint Broker)
	Henry Fitzgerald- O'Connor, James Asensio	Tel: [phone]
	Tennyson Securities (Joint Broker and Sole Bookrunner) Peter Krens	Tel: [phone]
	Camarco Owen Roberts, James Crothers, Violet Wilson	Tel: [phone]

Notes to Editors:

i3 Energy 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 100% owned 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 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 Energy please visit https://i3.energy/

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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