Reduction of Share Capital

i3 Energy PLC

26 March 2024

 

26 March 2024

i3 Energy plc

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

Reduction of Share Capital

i3 Energy PLC (AIM:I3E) (TSX:ITE), an independent oil and gas company with assets and operations in the UK and Canada, today announces that its Notice of General Meeting (the "Circular") was posted to Shareholders yesterday. The Circular contains details of a proposed reduction of capital (the "Capital Reduction"), being undertaken to ensure there are sufficient distributable reserves to facilitate dividend payments in the long term. This Capital Reduction process is not required to facilitate the payment of the next quarterly dividend.

Terms used in this announcement have the same meaning given to them in the Circular.

Notice of General Meeting, as determined by the Companies Act 2006 in the UK (considered a Notice of Special Meeting for the purposes of Canadian securities laws, as determined in accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer) ("NI 54-101") and referred to as a General Meeting throughout this Document.

The Circular, which was posted to Shareholders yesterday, is available on the Company's website at https://i3.energy. The Circular will also be filed under the Company's profile on SEDAR+ at www.sedarplus.ca.

The General Meeting ("GM") is to be held at the offices of W H Ireland Limited at 24 Martin Lane, London, EC4R 0DR at 11 a.m. (BST) on 15 April 2024. The General Meeting will be a "special meeting" for the purposes of NI 54-101.

Shareholders are strongly encouraged to appoint the Chair of the meeting as their proxy for the GM. This will ensure that your vote will be counted even if attendance at the GM is restricted or you are unable to attend. Shareholders should refer to the Circular for detailed instructions as to how they may submit their proxy for the GM.

The results of the votes on the resolution proposed at the GM will be announced as soon as practicable after the conclusion of the GM and will be available on the Company's website.

Proposed Capital Reduction

As outlined in our RNS issued on 11 March 2024, the Board considers it highly desirable that the Company has the maximum flexibility to continue the payment of dividends in line with its dividend policy and otherwise to return value to Shareholders. The capacity of a UK company to make distributions is restricted by the sufficiency of distributable reserves. The Board considers that it is to the benefit of shareholders that the significant value in the Group is reflected in the parent company balance sheet and is represented by distributable profits to facilitate a sustainable dividend policy.

The Company has transitioned to UK-IFRS in its parent company accounts for the year ended 31 December 2023, which is the same reporting framework applied in its consolidated Group accounts. Under the transitional provisions of UK-IFRS, the Company has restated its investment in i3 Canada to fair value as at the date of transition, and this remeasurement has given rise to a reserve in equity, being the Transition Reserve. The Transition Reserve is an unrealised profit and, as such, does not form part of the Company's distributable reserves.

The adoption of UK-IFRS in the Company's standalone accounts has no impact on the consolidated financial statements of the Group.

It is therefore proposed that:

a.   the amount standing to the credit of the Transition Reserve of £148,517,000 is capitalised by way of a bonus issue of newly created Capital Reduction Shares with a nominal value of £0.0001 and share premium of approximately £0.1234 on each share;

b.   the newly created Capital Reduction Shares are cancelled by way of a Court-approved reduction of capital; and

c.   £148,396,755, being the amount standing to the credit of the Company's Share Premium account following the Capital Reduction Bonus Issue be cancelled.

This is expected to create distributable reserves in the Company to facilitate the future payment of dividends (in cash or otherwise) to Shareholders, where justified by the profits of the Company, or to allow the redemption or buy-back of the Company's shares (or other distributions to Shareholders).

If the proposed Capital Reduction is approved by Shareholders at the General Meeting, it will be subject to the scrutiny of, and confirmation by, the Court which will take due account of the protection of creditors and, subject to that confirmation and registration by the Registrar of Companies in England and Wales of the order of the Court, is expected to take effect by the end of May 2024.

The Board anticipates that this will result in the creation of distributable reserves; however, this is subject to: (i) there being no materially negative change in the financial position or prospects of the Company; and (ii) any provision that the Court requires the Company to make for the protection of its creditors (although the Board does not expect any undertakings or similar measures to be required). This will give the Company the maximum flexibility to consider the payment of dividends and otherwise return value to Shareholders, should the Board consider it appropriate.  It should however be noted that if the Company is required to give undertakings to the Court, this may delay the Company's ability to pay dividends and otherwise return value to Shareholders.

There will be no change in the number of Ordinary Shares in issue (or their nominal value) following the implementation of the Capital Reduction and no new share certificates will be issued as a result of the Capital Reduction. The Capital Reduction itself will not involve any distribution or repayment of capital or share premium by the Company and will not reduce the underlying net assets of the Company. The distributable reserves arising on the Capital Reduction will, subject to the discharge of any undertakings required by the Court, support the Company's ability to pay dividends, should circumstances in the future make it desirable to do so.

Timetable of Principal Events

The expected timetable of principal events with respect to the Capital Reduction are as follows (more precise dates will be announced following the conclusion of the GM):

PRINCIPAL EVENT	TIME AND DATE
Annual General Meeting	11 a.m. (BST) on 15 April 2024
Expected date for the directions hearing for the Court to consider the Capital Reduction application	In or around April 2024
Expected date for the hearing by the Court to confirm the Capital Reduction	In or around May 2024
Expected date that the Capital Reduction becomes effective	The Business Day immediately after the Court order confirming the Capital Reduction

Notes

1.     The times and dates set out in this timetable and throughout this Document that fall after the date of publication of this Document are based on the Company's current expectations and are subject to change. The times and dates are indicative only and will depend, among other things, on the date upon which the Court confirms the Capital Reduction. The provisional final hearing date is subject to change and dependent on the Court's timetable.

2.     The timetable assumes that there is no adjournment or postponement of the General Meeting. If the scheduled date for the General Meeting changes, the revised date and/or time will be notified to Shareholders by an announcement made by the Company through a RIS.

3.     References in this Document are to London times unless otherwise stated.

Enquiries:

i3 Energy plc Majid Shafiq (CEO)	c/o Camarco Tel: [phone]
WH Ireland Limited (Nomad and Joint Broker) James Joyce, Darshan Patel, Isaac Hooper	Tel: [phone]
Tennyson Securities (Joint Broker) Peter Krens	Tel: [phone]
Stifel Nicolaus Europe Limited (Joint Broker) Ashton Clanfield, Callum Stewart	Tel: [phone]
Camarco Andrew Turner, Violet Wilson, Sam Morris	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 high working interest 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 for 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/.

Cautionary Statements Regarding Forward Looking Information

Certain statements and information contained in this announcement and other continuous disclosure documents of the Company referenced herein, including statements and information that contain words such as "could", "should", "can", "anticipate", "expect", "believe", "will", "may", "continue", "proposed" and similar expressions relating to matters that are not historical facts, constitute "forward-looking information" within the meaning of applicable Canadian securities legislation. These statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements and information. The Company believes the expectations reflected in such forward-looking statements and information are reasonable, but no assurance can be given that these expectations will prove to be correct. Such forward-looking statements and information included in this announcement should not be unduly relied upon. These forward-looking statements and information speak only as of the date of this announcement.

In particular, forward-looking information and statements in this announcement include, but are not limited to the following:

•     the expected timing of the Circular and of the results of the Company's GM;

•     the anticipated benefits of the Capital Reduction;

•     expectations regarding proceedings before the Court in respect of the Capital Reduction, including the timing of any required approvals; and

•     the Company's expectations regarding its ability to create and increase distributable reserves in the Company to facilitate the future payment of dividends (in cash or otherwise) to Shareholders, where justified by the profits of the Company, or to allow the redemption or buy-back of the Company's shares (or other distributions to Shareholders).

The forward-looking information and statements made in this announcement rely on certain expected economic conditions and overall demand for the Company's services and are based on certain assumptions. The assumptions used to generate this forward-looking information and statements are, among other things, that:

•     the Company will maintain its financial position and financial resources will continue to be available to the Company;

•     demand for the Company's products and services will remain consistent;

•     there will not be significant changes in the Company's financial position due to pricing changes driven by market conditions, competition, regulatory factors or other unforeseen factors; and

•     the Company will obtain requisite approvals required to realize the perceived benefits of the Capital Reduction.

Risks and other uncertainties that could cause actual results to differ materially from those anticipated in such forward-looking statements include, but are not limited to: political and economic conditions; industry competition;  price fluctuations for oil and natural gas and related products and services; the availability of future debt and equity financing; changes in laws or regulations, including taxation and environmental regulations which may adversely impact the Company; extreme or unsettled weather patterns; and fluctuations in foreign exchange or interest rates.

Readers are cautioned that the foregoing factors are not exhaustive. Additional information on these and other factors that could affect the Company's operations and financial results is included in reports filed on the Company's website. The forward-looking statements and information contained in this announcement are expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.

 

END