Result of Court Meeting and General Meeting

i3 Energy PLC

07 October 2024

 

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 REGULATION OF SUCH JURISDICTION

FOR IMMEDIATE RELEASE

7 October 2024

RECOMMENDED AND FINAL[1] 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

Result of Court Meeting and General Meeting

Acquisition Dividend

Updated Acquisition Timetable

On 19 August 2024, the boards of directors of i3 Energy and Gran Tierra announced that they had agreed to 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 way of a court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006 (the "Scheme").

i3 Energy published a circular in relation to the Scheme dated 29 August 2024 (the "Scheme Document"). Defined terms used but not defined in this announcement have the meanings set out in the Scheme Document. All references to times in this announcement are to London time.

Results of the Court Meeting and i3 Energy General Meeting

The i3 Energy Directors are pleased to announce that, at the Court Meeting and the i3 Energy General Meeting which were held earlier today, the shareholders of i3 Energy approved, by the requisite majorities, the resolution proposed at each of the meetings in connection with the Acquisition. In particular:

·    the requisite majority of Scheme Shareholders voted to approve the Scheme at the Court Meeting;

·    the requisite majority of i3 Energy Shareholders voted to pass the i3 Energy Special Resolution in connection with the amendment of the i3 Energy Articles and the implementation of the Scheme at the i3 Energy General Meeting; and

·    the requisite simple majority of i3 Energy Shareholders voted to pass the i3 Energy Special Resolution at the i3 Energy General Meeting after excluding the votes cast by persons whose votes may not be included under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators ("MI 61-101").

Details of the resolutions passed are set out in the notices of the Court Meeting and i3 Energy General Meeting contained in the Scheme Document.

The number of i3 Energy Shares in issue at 6.30 p.m. on 3 October 2024, being the Voting Record Time, was 1,202,447,663.

Court Meeting

The first meeting, convened in accordance with an order of the Court dated 28 August 2024, sought approval from Scheme Shareholders for the Scheme (the "Court Meeting").

A majority in number of Scheme Shareholders who voted (either in person or by proxy), representing 93.05 per cent. by value of those Scheme Shares voted, voted in favour of the resolution to approve the Scheme.

Accordingly, the resolution proposed at the Court Meeting was duly passed.

The table below set out the result of the poll at the Court Meeting¹:

	Scheme Shares Voted		Scheme Shareholders who voted		No. of Scheme Shares voted as a % of the Scheme Shares eligible to be voted at the Court Meeting1
	Number	%1	Number	%1
For	657,269,940	93.05	60	76.92	54.66
Against	49,096,430	6.95	18	23.08	4.08
Total	706,366,370	100.00	78	100.00	58.74

¹All percentages rounded to two decimal places. 

i3 Energy General Meeting

The i3 Energy General Meeting sought approval for a special resolution for the purpose of giving effect to the Scheme and associated amendments to the articles of association of i3 Energy (the "i3 Resolution"). The i3 Resolution was duly passed by the requisite majority and the simple majority required under MI 61-101.

The table below sets out the results of the poll at the General Meeting²:

	VOTES FOR2		VOTES AGAINST2		TOTAL VOTES	WITHHELD VOTES3
	Number	%2	Number	%2	Number	Number
i3 Resolution	665,521,284	92.77	51,885,644	7.23	717,406,928	150,231

²All percentages rounded to two decimal places. 

³ A vote withheld is not a vote in law and is not counted in the calculation of the proportion of votes 'For' or 'Against' the i3 Resolution.

Acquisition Dividend

The Scheme Document made reference to each i3 Energy Shareholder being entitled to receive the Acquisition Dividend of 0.2565 pence per i3 Energy Share in lieu of the ordinary dividend in respect of the three-month period ended 30 September 2024, with such dividend payment not having the effect of reducing the cash consideration payable by Gran Tierra for each i3 Energy Share to be acquired pursuant to the Acquisition.

i3 Energy therefore announces the Acquisition Dividend totalling £ 3,084,278 and confirms the following:

·    Dividend:                                 0.2565 pence / share

·    Record Date:                          6.00 p.m. on 30 October 2024⁴

·    Payment date:                                    by 13 November 2024

⁴ The Record Date for the Acquisition Dividend shall be the same as the Scheme Record Time.  In the event the Scheme Record Time (as stated below in the Updated Timetable of Principal Events) requires changing, the revised Record Date for the Acquisition Dividend will be notified to i3 Energy Shareholders by announcement through a Regulatory Information Service.

If the Scheme does not become Effective by the Long Stop Date, the i3 Energy Board currently intends for a dividend, equivalent to the Acquisition Dividend, to be paid as soon as reasonably practicable following the Long Stop Date.

Updated Expected Timetable of Principal Events and Election Return Time

The outcome of the Court Meeting and i3 Energy General Meeting means that Conditions 2(a), 2(b) and 3(e)(iii) (as set out in Part A of Part 3 of the Scheme Document) have been satisfied. The Scheme remains subject to the sanction by the Court at the Court Hearing and the satisfaction (or, where applicable, the waiver) of the other Conditions to the Scheme (as set out in the Scheme Document).

In the Scheme Document it was stated that it was expected that the Scheme would become effective during Q4 2024 and that the Election Return Time would be announced by i3 Energy and/or Gran Tierra via a Regulatory Information Service following the date of the Court Hearing being established. 

The date of the Court Hearing has been provisionally established for 29 October 2024, subject to the satisfaction, or waiver by Gran Tierra, of the condition referred to in paragraph 3(e)(i) of Part A of Part 3 of the Scheme Document (the "NSTA Condition") prior to that date.  In the event of the NSTA Condition not having been satisfied, or waived, prior to that date, i3 Energy will require to reschedule the Court Hearing to a later date and this will be announced by i3 Energy and/or Gran Tierra via a Regulatory Information Service.  In such circumstances, the Election Return Time will be extended accordingly.

On the basis the Court Hearing takes place on 29 October 2024, i3 Energy Shareholders will be able to make Elections under the Mix-and-Match facility until the Election Return Time, which will be 1.00 p.m. on 22 October 2024.  For i3 Energy Shareholders holding their i3 Energy Shares in CREST, the period for making Elections will commence no later than 9 October 2024 and continue until the Election Return Time.

An updated expected timetable of principal events is set out below.  The dates and times in the timetable are indicative only, are based on i3 Energy's and Gran Tierra's current expectations and may be subject to changes.  These dates and times will depend on, among other things, the date on which: (i) the NSTA Condition and the other conditions referred to in paragraph 3 (a) to (e) (inclusive) of Part A of Part 3 of the Scheme Document are satisfied (or, if capable of waiver, waived), (ii) the Court sanctions the Scheme, and (iii) the Court Order is delivered to the Registrar of Companies.

If any of the expected times and/or dates in this announcement change, the revised times and/or dates will be announced through a Regulatory Information Service.

Event	Time and/or date[2]
Election Return Time in respect of the Mix and Match Facility	1.00 p.m. on 22 October 2024
Court Hearing (to sanction the Scheme)	29 October 2024
Last day of dealings in, and for the registration of transfers of, and disablement in CREST of, i3 Energy Shares	30 October 2024
Scheme Record Time	6.00 p.m. on 30 October 2024
Suspension of trading of, and dealings in, i3 Energy Shares on AIM[3]	7.30 a.m. on 31 October 2024
Effective Date	31 October 2024
Announcement concerning the extent to which elections under the Mix and Match Facility will be satisfied	1 November 2024
New Gran Tierra Shares to be issued to i3 Energy Shareholders	by no later than 8.00 a.m. on 1 November 2024
Cancellation of admission to trading of i3 Energy Shares on AIM	by no later than 8.00 a.m. on 1 November 2024
Admission and commencement of dealings in New Gran Tierra Shares on the London Stock Exchange	8.00 a.m. on 1 November 2024
Admission and commencement of dealings in New Gran Tierra Shares on the NYSE American	9.30 a.m. (New York City time) on 1 November 2024
Admission and commencement of dealings in New Gran Tierra Shares on the TSX	by no later than 5 November 2024
Cancellation of admission to trading of i3 Energy Shares on the TSX	by no later than 5 November 2024
Accounts of uncertificated i3 Energy Shareholders to be credited with New Gran Tierra Shares (as applicable)	on or soon after 8.00 a.m. on the date of Admission, but not later than 14 November 2024
Despatch of share certificates or DRS advices for New Gran Tierra Shares (as applicable)	by 14 November 2024
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)	by 14 November 2024
Long Stop Date	28 February 2025[4]

Unless otherwise defined, all capitalised terms in this announcement have the meaning given to them in the Scheme Document. All references in this announcement to times are to London, UK, times unless otherwise stated.

END

Enquiries:

i3 Energy Majid Shafiq (CEO)	c/o Camarco Tel: [phone]
Zeus Capital Limited (Rule 3 Financial Adviser, Nomad and Joint Broker to i3 Energy) James Joyce, Darshan Patel, Isaac Hooper	Tel: [phone]
Tudor, Pickering, Holt & Co. Securities - Canada, ULC (Financial Adviser to i3 Energy) Brendan Lines	Tel: [phone]
National Bank Financial Inc. (Financial Adviser to i3 Energy) Tarek Brahim Arun Chandrasekaran	Tel: [phone]
Camarco Georgia Edmonds, Violet Wilson, Sam Morris	Tel: [phone]

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.

i3 Energy 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. i3 Energy 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

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.

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.

Responsibility

The person responsible for arranging the release of this announcement on behalf of i3 Energy is Majid Shafiq, Chief Executive Officer.

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. 

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 [phone] 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.

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 timing of the Court Hearing and the Election Return Time, the expected timetable of principal events set out under the headings "Event" and "Effective Date", the Acquisition Dividend and the expected timing thereof, 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.

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[1] The financial terms of the Acquisition are final and 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.

[2] These dates and times are indicative only and are based on i3 Energy's and Gran Tierra's current expectations. Such dates and times may be subject to changes, and will depend on, among other things, the date upon which (i) the Conditions are satisfied or, if capable of waiver, waived; (ii) the Court sanctions the Scheme; and (iii) the Court Order is delivered to the Registrar of Companies.  References to times are to London, United Kingdom time, unless otherwise stated.  If any of the expected times and/or dates above change, the revised times and/or dates will be notified to i3 Energy Shareholders by announcement through a Regulatory Information Service.

[3] Timing of suspension of trading of, and dealings in, the i3 Energy Shares on the TSX to be confirmed.

[4] This is the latest date by which the Scheme may become effective unless i3 Energy and Gran Tierra agree, with the consent of the Panel and (if required) the Court, a later date.

 

END