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i3 Energy PLC (I3E)

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Friday 27 July, 2018

i3 Energy PLC

Update on Joint Venture and Result of Placing

RNS Number : 0211W
i3 Energy PLC
27 July 2018
 

27 July 2018

i3 Energy plc

("i3" or the "Company")

 

 

Update on Joint Venture Negotiations

 

Placing to raise approximately US$2.1 million

 

 

i3 Energy plc, an independent oil and gas company with assets and operations in the UK, is pleased to update the market on the status of its discussions regarding the proposed joint venture announced on 27 June 2018 and to announce it has raised $2.1 million through a placing of shares.

 

Highlights:

 

·      Negotiations continue regarding the proposed terms of a commercial arrangement between i3 and the potential farminee.

·      Significant progress has been made in preparing a legally binding Farmout Agreement ("FOA"), Joint Operating Agreement ("JOA") and associated binding legal documentation which are expected to be signed before the end of the exclusivity period which runs to 24 September 2018.

·      A Joint Venture project team has been formed between i3 and the potential farminee with expectation that the enlarged Phase I Liberator Field Development Plan ("FDP") will be submitted to the Oil & Gas Authority ("OGA") for consultation shortly after the parties enter into the FOA.

·      i3 continues to target first oil from the Liberator Oil Field during 2019.

·      Approximately US$2.1 million raised through the placing of 1,542,336 new ordinary shares at 105 pence per Share with existing institutional investors.

·      Proceeds of the placing to be used in funding a time-critical site survey and near-term engineering to enable the FDP approval for two Liberator development wells, the Block 13/23c ("Liberator West") appraisal well, and the intended pipeline route and tie-in locations.

 

Neill Carson, i3's CEO, commented:

"We continue to make excellent progress with our proposed joint venture partner and remain optimistic that the legal documentation will be signed before the end of the exclusivity period with submission of the enlarged Liberator Phase I FDP to follow shortly thereafter.

 

"The small capital raise announced today allows i3 to secure critical resources and conduct operations that keep the Liberator development on track for first oil in 2019.  We look forward to updating our shareholders in due course."

 

Update on Joint Venture Negotiations

 

As announced on 27 June 2018, the Company has granted a period of exclusivity to a potential farminee in order to conclude contractual negotiations which, upon success, would result in i3 being fully funded for both the Liberator field development and the appraisal of Liberator West.

 

i3 and the potential farminee continue to work closely to progress the FOA, JOA and other legal documentation required to formalize the joint venture arrangements. The formation of the Joint Venture project team has enabled both parties to work together to prepare the updated Liberator Phase I FDP for presentation to the OGA once the FOA has been signed.

 

There can be no certainty that these negotiations and discussions will lead to definitive agreements.

 

Placing to raise approximately US$2.1 million

 

In order to seek FDP approval and maintain i3's target of first oil from Liberator during 2019, site surveys and critical project and engineering resources are required over the updated enlarged development area, appraisal well and pipeline route locations.  It is the Company's preference for survey operations to occur during September 2018 when more benign weather conditions can be expected than during Q4.

 

To conduct the survey within this timeframe, the Company needs to contract a survey vessel and associated engineering resources in the very near term and the Company has accordingly raised approximately US$2.1 million through the placing of 1,542,336 new ordinary shares in the capital of the Company at an issue price of 105 pence per Share (the "Placing Price"). The net proceeds of the funding will be used towards the costs of the site survey, analysis of the data acquired, and near-term engineering required to enable Field Development Plan submission and approval.

 

 

Admission and Settlement

 

Application will be made for the admission to trading on AIM of 1,542,336 new Ordinary Shares ("Admission"). Admission is expected to occur on 2 August 2018. Following Admission, the Company will have 41,017,438 Ordinary Shares in issue. There are no shares held in treasury. The total voting rights in the Company are therefore 41,017,438 and shareholders may use this figure as the denominator by which they are required to notify their interest in, or change to their interest in, the Company under the Disclosure Guidance and Transparency Rules. The placing is conditional upon the terms of a placing agreement with WH Ireland and FirstEnergy Capital LLP and shares being admitted to trading on AIM.

 

 

 

 

                                                                     ENDS

 

CONTACT DETAILS:

i3 Energy plc


Neill Carson (CEO) / Graham Heath (CFO)

c/o Camarco

Tel: +44 (0) 203 757 4980

WH Ireland Limited (Nomad and Joint Broker)


James Joyce, James Sinclair-Ford

Tel: +44 (0) 207 220 1666

GMP FirstEnergy (Joint Broker)


Jonathan Wright, David van Erp

Tel: +44 (0) 207 448 0200

 

Canaccord Genuity Limited (Joint Broker)

Henry Fitzgerald- O'Connor, James Asensio

 

Tel: +44 (0) 207 523 8000

 

Camarco

Georgia Edmonds, Jane Glover, James Crothers

 

Tel: +44 (0) 203 757 4980

APPENDIX

TERMS AND CONDITIONS OF THE PLACING

IMPORTANT INFORMATION ON THE PLACING FOR INVITED PLACEES ONLY

THIS ANNOUNCEMENT INCLUDES STATEMENTS, ESTIMATES, OPINIONS AND PROJECTIONS WITH RESPECT TO ANTICIPATED FUTURE PERFORMANCE OF THE GROUP (FORWARD-LOOKING STATEMENTS) WHICH REFLECT VARIOUS ASSUMPTIONS CONCERNING ANTICIPATED RESULTS TAKEN FROM THE GROUP'S CURRENT BUSINESS PLAN OR FROM PUBLIC SOURCES WHICH MAY OR MAY NOT PROVE TO BE CORRECT. THESE FORWARD LOOKING STATEMENTS CAN BE IDENTIFIED BY THE USE OF FORWARD LOOKING TERMINOLOGY, INCLUDING THE TERMS "ANTICIPATES", "TARGET", "BELIEVES", "ESTIMATES", "EXPECTS", "INTENDS", "MAY", "PLANS", "PROJECTS", "SHOULD" OR "WILL", OR, IN EACH CASE, THEIR NEGATIVE OR OTHER VARIATIONS OR COMPARABLE TERMINOLOGY OR BY DISCUSSIONS OF STRATEGY, PLANS, OBJECTIVES, GOALS, FUTURE EVENTS OR INTENTIONS. SUCH FORWARD-LOOKING STATEMENTS REFLECT CURRENT EXPECTATIONS BASED ON THE CURRENT BUSINESS PLAN AND VARIOUS OTHER ASSUMPTIONS AND INVOLVE SIGNIFICANT RISKS AND UNCERTAINTIES AND SHOULD NOT BE READ AS GUARANTEES OF FUTURE PERFORMANCE OR RESULTS AND WILL NOT NECESSARILY BE ACCURATE INDICATIONS OF WHETHER OR NOT SUCH RESULTS WILL BE ACHIEVED. AS A RESULT, PROSPECTIVE INVESTORS SHOULD NOT RELY ON SUCH FORWARD-LOOKING STATEMENTS DUE TO THE INHERENT UNCERTAINTY THEREIN. NO REPRESENTATION OR WARRANTY IS GIVEN AS TO THE COMPLETENESS OR ACCURACY OF THE FORWARD-LOOKING STATEMENTS CONTAINED IN THIS ANNOUNCEMENT. FORWARD-LOOKING STATEMENTS SPEAK ONLY AS OF THE DATE OF SUCH STATEMENTS AND, EXCEPT AS REQUIRED BY THE FCA, THE LONDON STOCK EXCHANGE, THE AIM RULES OR APPLICABLE LAW, THE COMPANY UNDERTAKES NO OBLIGATION TO UPDATE OR REVISE PUBLICLY ANY FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION, FUTURE EVENTS OR OTHERWISE. NO STATEMENT IN THIS ANNOUNCEMENT IS INTENDED TO BE A PROFIT FORECAST AND NO STATEMENT IN THIS ANNOUNCEMENT SHOULD BE INTERPRETED TO MEAN THAT EARNINGS PER SHARE OF THE COMPANY FOR THE CURRENT OR FUTURE FINANCIAL YEARS WOULD NECESSARILY MATCH OR EXCEED THE HISTORICAL PUBLISHED EARNINGS PER SHARE OF THE COMPANY.

 THIS ANNOUNCEMENT, INCLUDING THIS APPENDIX (TOGETHER THE ANNOUNCEMENT) AND THE INFORMATION IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, JAPAN OR SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

MEMBERS OF THE PUBLIC ARE NOT ELIGIBLE TO TAKE PART IN THE PLACING. THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN ARE FOR INFORMATION PURPOSES ONLY AND ARE DIRECTED ONLY AT: (A) PERSONS IN MEMBER STATES OF THE EUROPEAN ECONOMIC AREA WHO ARE QUALIFIED INVESTORS AS DEFINED IN SECTION 2(7) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000, AS AMENDED, (QUALIFIED INVESTORS) BEING PERSONS FALLING WITHIN THE MEANING OF ARTICLE 2(1)(E) OF THE EU PROSPECTUS DIRECTIVE (WHICH MEANS DIRECTIVE 2003/71/EC AND INCLUDES ANY RELEVANT IMPLEMENTING DIRECTIVE MEASURE IN ANY MEMBER STATE) (THE PROSPECTUS DIRECTIVE); AND (B) IN THE UNITED KINGDOM, TO QUALIFIED INVESTORS WHO ARE PERSONS WHO (I) HAVE PROFESSIONAL EXPERIENCE IN MATTERS RELATING TO INVESTMENTS FALLING WITHIN ARTICLE 19(1) OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005 (THE ORDER); (II) ARE PERSONS FALLING WITHIN ARTICLE 49(2)(A) TO (D) ("HIGH NET WORTH COMPANIES, UNINCORPORATED ASSOCIATIONS, ETC") OF THE ORDER; OR (III) ARE PERSONS TO WHOM IT MAY OTHERWISE BE LAWFULLY COMMUNICATED (ALL SUCH PERSONS IN (A) OR (B) TOGETHER BEING REFERRED TO AS RELEVANT PERSONS).

THIS ANNOUNCEMENT DOES NOT ITSELF CONSTITUTE AN OFFER FOR SALE OR SUBSCRIPTION OF ANY SECURITIES IN THE COMPANY. THIS ANNOUNCEMENT MUST NOT BE ACTED ON OR RELIED ON BY PERSONS WHO ARE NOT RELEVENT PERSONS. ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO RELEVANT PERSONS AND WILL BE ENGAGED IN ONLY WITH RELEVANT PERSONS. EACH PLACEE SHOULD CONSULT WITH ITS OWN ADVISERS AS TO LEGAL, TAX, BUSINESS AND RELATED ASPECTS OF AN INVESTMENT IN PLACING SHARES.

In this Appendix, unless the context requires, Placee means a Relevant Person (including individuals, funds or others) who has been invited to, and who chooses to, participate in the Placing and by whom or on whose behalf a commitment to subscribe for Placing Shares has been given.

No representation or warranty, express or implied, is made or given by or on behalf of the Company or W H Ireland Limited (WHI), the Company's nominated adviser, or FirstEnergy Capital LLP (GMP FirstEnergy), or any of their respective affiliates (within the meaning of Rule 405 under the US Securities Act of 1933, as amended (the Securities Act) or any of such persons' directors, officers or employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in this Announcement and no liability whatsoever is accepted by the Company, WHI, GMP FirstEnergy, or any of such persons' Affiliates (as defined below), directors, officers or employees or any other person for any loss howsoever arising, directly or indirectly, from any use of such information or opinions or otherwise arising in connection therewith.

This Announcement does not constitute an offer to sell or issue or the solicitation of an offer to buy or subscribe for Placing Shares in any jurisdiction in which such offer or solicitation is or may be unlawful. In particular the Placing Shares referred to in this Announcement have not been and will not be registered under the Securities Act or with any securities regulatory authority of any state or other jurisdiction of the United States and will be offered or sold only outside of the United States in accordance with Regulation S under the Securities Act.

The relevant clearances have not been, nor will they be, obtained from the securities commission of any province or territory of Canada; no prospectus has been lodged with or registered by, the Australian Securities and Investments Commission or the Japanese Ministry of Finance; and the Placing Shares have not been, nor will they be, registered under or offered in compliance with the securities laws of any state, province or territory of United States, Australia, New Zealand, Canada, Japan or South Africa. Accordingly, the Placing Shares may not (unless an exemption under the relevant securities laws is applicable) be offered, sold, resold or delivered, directly or indirectly, in or into the United States, Australia, New Zealand, Canada, Japan or South Africa or any other jurisdiction outside the United Kingdom.

This Announcement does not constitute a recommendation concerning any investors' options with respect to the Placing. Investors and prospective investors should conduct their own investigation, analysis and evaluation of the business and data described in this Announcement. The price and value of securities can go down as well as up. Past performance is not a guide to future performance. The contents of this Announcement are not to be construed as legal, business, financial or tax advice. Each investor or prospective investor should consult his, her or its own legal adviser, business adviser, financial adviser or tax adviser for legal, financial, business or tax advice.

Placees will be deemed: (i) to have read and understood this Announcement, including this Appendix, in its entirety; and (ii) to be participating and making an offer for Placing Shares on the terms and conditions and to be providing the representations, warranties, acknowledgements and undertakings, contained in this Appendix.

This Announcement does not identify or suggest, or purport to identify or suggest, the risks (direct or indirect) that may be associated with an investment in the Placing Shares. Any investment decision to buy Placing Shares in the Placing must be made solely on the basis of publicly available information, which has not been independently verified by WHI and/or GMP FirstEnergy.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

1          DETAILS OF THE PLACING

1.1       WHI and GMP FirstEnergy today entered into an agreement with the Company (the Placing Agreement). Under the Placing Agreement, subject to certain conditions, WHI and GMP FirstEnergy, as agents for and on behalf of the Company, have agreed to use their respective reasonable endeavours to procure Placees for the Placing Shares at the Placing Price.  The Placing is not being underwritten by WHI or GMP FirstEnergy.

1.2       The Placing Shares will, when issued, be credited as fully paid and will rank pari passu in all respects with the existing Ordinary Shares, including the right to receive dividends and other distributions declared or made after the date of issue of the Placing Shares.

2          APPLICATIONS FOR ADMISSION TO TRADING

2.1       Application will be made to the London Stock Exchange for admission to trading of the Placing Shares on its AIM market (Application).

2.2       It is expected that Admission will become effective at 8.00 a.m. on 2 August 2018 (Admission) and that dealings in the Placing Shares will commence at that time.

3          PARTICIPATION IN, AND PRINCIPAL TERMS OF, THE PLACING

3.1       WHI and GMP FirstEnergy are acting as joint brokers and as agents for the Company in connection with the Placing, Application and Admission.  WHI and GMP FirstEnergy are each authorised and regulated in the United Kingdom by the FCA, and are each acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and will not be responsible to anyone other than the Company for providing the protections afforded to the customers of WHI and GMP FirstEnergy or for providing advice in relation to the matters described in this Announcement. 

3.2       Participation in the Placing is only available to persons who may lawfully be, and are invited to participate in it by WHI and/or GMP FirstEnergy.  WHI and GMP FirstEnergy and their respective Affiliates are each entitled to participate in the Placing as principals.

3.3       The placing price will be a fixed price of 105 pence per Placing Share (the Placing Price).  No commissions will be paid to Placees or by the Placees in respect of any Placing Shares.

3.4       Each prospective Placee's allocation of Placing Shares will be confirmed to prospective Placees orally by WHI, GMP FirstEnergy or one of their respective Affiliates, and a contract note will be dispatched as soon as practicable thereafter as evidence of such Placee's allocation and commitment.  The terms and conditions of this Appendix will be deemed incorporated into the contract note. That oral confirmation will constitute an irrevocable legally binding commitment upon that person (who at that point will become a Placee) in favour of the Company and WHI or GMP FirstEnergy (as applicable) to subscribe for the number of Placing Shares allocated to it at the Placing Price on the terms and conditions set out in this Appendix and in accordance with the Company's articles of association and each Placee will be deemed to have read and understood this Announcement in its entirety.  An offer to acquire Placing Shares, which has been communicated by a prospective Placee to WHI or GMP FirstEnergy (as applicable) which has not been withdrawn or revoked prior to publication of this Announcement shall not be capable of withdrawal or revocation immediately following the publication of this Announcement without the consent of WHI or GMP FirstEnergy (as applicable).

3.5       Each Placee will also have an immediate, separate, irrevocable and binding obligation, owed to WHI or GMP FirstEnergy, as applicable (as agents of the Company), to pay the relevant entity (or as it may direct) in cleared funds immediately on settlement an amount equal to the product of the Placing Price and the number of Placing Shares such Placee has agreed to subscribe for and the Company has agreed to allot and issue to that Placee. Each Placee's obligation will be owed to the Company and to WHI or GMP FirstEnergy, as applicable.

3.6       Irrespective of the time at which a Placee's allocation pursuant to the Placing is confirmed, settlement for all Placing Shares to be subscribed for pursuant to the Placing will be required to be made at the same time, on the basis explained below under "Registration and Settlement".

3.7       All obligations under the Placing will be subject to fulfilment of the conditions referred to below under "Conditions of the Placing" and to the Placing not being terminated on the basis referred to below under "Termination of the Placing Agreement".

3.8       By participating in the Placing, each Placee will agree that its rights and obligations in respect of the Placing will terminate only in the circumstances described below and will not be capable of rescission or termination by the Placee.

3.9       To the fullest extent permitted by law and applicable FCA rules, neither (i) WHI, (ii) any of its directors, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any person connected with WHI as defined in FSMA ((i), (ii) and (iii) being together Affiliates and individually an Affiliate), shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing.

3.10     To the fullest extent permitted by law and applicable FCA rules, neither (i) GMP FirstEnergy, (ii) any of its directors, officers, employees or consultants, or (iii) to the extent not contained within (i) or (ii), any Affiliate of GMP FirstEnergy, shall have any liability (including to the extent permissible by law, any fiduciary duties) to Placees or to any person other than the Company in respect of the Placing.

4          CONDITIONS OF THE PLACING

4.1       WHI's and GMP FirstEnergy's obligations under the Placing Agreement in respect of the Placing Shares are conditional on, amongst other things:

4.1.1         each of the warranties in the Placing Agreement on and as of the date of the Placing Agreement and again at Admission being true, accurate and not misleading by reference to the facts and circumstances then subsisting;

4.1.2         the delivery of a warranty confirmation certificate to WHI and GMP FirstEnergy;

4.1.3         the Company allotting, subject only to Admission, the Placing Shares in accordance with the Placing Agreement;

4.1.4         certain publication of announcement obligations (including with respect to this Announcement);

4.1.5         the application form in respect of the Placing Shares being submitted to the London Stock Exchange by 5.00 p.m. on 27 July 2018;

4.1.6         the compliance by the Company with all its obligations which are required to be performed or satisfied on or prior to Admission;

4.1.7         the respective obligations of WHI and GMP FirstEnergy under the Placing Agreement not having been terminated prior to Admission; and

4.1.8         Admission occurring by 8:00 am on 2 August 2018 (or such later time and date as WHI and GMP FirstEnergy (acting together) may agree being not later than 8:00 a.m. on 31 August 2018).

4.2       If (i) any condition contained in the Placing Agreement in relation to the Placing Shares is not fulfilled or waived by WHI and GMP FirstEnergy (acting together), by the respective time or date where specified (or such later time or date as WHI and GMP FirstEnergy may agree), (ii) any such condition becomes incapable of being fulfilled or (iii) the Placing Agreement is terminated in accordance with its terms, the Placing will not proceed and the Placees' rights and obligations hereunder in relation to the Placing Shares shall cease and terminate at such time and each Placee agrees that no claim can be made by the Placee in respect thereof.

4.3       WHI and GMP FirstEnergy may, in their sole discretion and upon such terms as they think fit, waive compliance by the Company with the whole or any part of any of the Company's obligations in relation to the conditions in the Placing Agreement, save that conditions 4.1.3 and 4.1.8 above relating to Admission may not be waived. Any such extension or waiver will not affect the Placees' commitments as set out in this Announcement.

4.4       None of WHI or GMP FirstEnergy shall have any liability to any Placee (or to any other person whether acting on behalf of a Placee or otherwise) in respect of any decision they may make as to whether or not to waive or to extend the time and/or the date for the satisfaction of any condition to the Placing nor for any decision they may make as to the satisfaction of any condition or in respect of the Placing generally, and by participating in the Placing each Placee agrees that any such decision is within the absolute discretion of WHI and GMP FirstEnergy (acting together). 

5          TERMINATION OF THE PLACING AGREEMENT

5.1       WHI and GMP FirstEnergy are entitled, at any time prior to Admission, to terminate the Placing Agreement in respect of the Placing Shares in accordance with the terms of the Placing Agreement by giving written notice to the Company in certain circumstances, including but not limited to any of the warranties given to WHI and GMP FirstEnergy in the Placing Agreement being untrue, inaccurate or misleading in any material respect, the failure of the Company to comply in any material respect with its obligations under the Placing Agreement, a matter arising which might in the opinion of WHI and/or GMP FirstEnergy, acting in good faith, give rise to a claim under the indemnities in the Placing Agreement or the occurrence of a force majeure event which in the opinion of WHI and GMP FirstEnergy would be materially adverse to the success of the Placing or would render proceeding with the Placing impracticable or inadvisable.

5.2       By participating in the Placing, Placees agree that the exercise by WHI and GMP FirstEnergy of any right of termination or other discretion under the Placing Agreement shall be within the absolute discretion of WHI and GMP FirstEnergy, that it need not make any reference to Placees and that none of WHI and GMP FirstEnergy or the Company (or any of their respective directors, officers or employees) shall have any liability to Placees whatsoever in connection with any such exercise.

6          NO ADMISSION DOCUMENT OR PROSPECTUS

6.1       No offering document, admission document or prospectus has been or will be submitted to be approved by the FCA or submitted to the London Stock Exchange in relation to the Placing or the Placing Shares and Placees' commitments will be made solely on the basis of the information contained in this Announcement (including this Appendix) and the Exchange Information (as defined below).

6.2       Each Placee, by accepting a participation in the Placing, agrees that the content of this Announcement is exclusively the responsibility of the Company and confirms that it has neither received nor relied on any other information (other than the Exchange Information), representation, warranty, or statement made by or on behalf of the Company, WHI or GMP FirstEnergy or any other person and none of WHI and GMP FirstEnergy nor the Company nor any other person will be liable for any Placee's decision to participate in the Placing based on any other information, representation, warranty or statement which the Placees may have obtained or received. Each Placee acknowledges and agrees that it has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing. Nothing in this paragraph shall exclude the liability of any person for fraudulent misrepresentation.

7          REGISTRATION AND SETTLEMENT

7.1       Settlement of transactions in the Placing Shares (ISIN: GB00BDHXPJ60) following Admission will take place within the system administered by Euroclear UK & Ireland Limited (CREST), subject to certain exceptions.  WHI and GMP FirstEnergy reserve the right to require settlement for, and delivery of, the Placing Shares (or a portion thereof) to Placees in certificated form if, in their opinion, delivery or settlement is not possible or practicable within the CREST system within the timetable set out in this Announcement or would not be consistent with the regulatory requirements in any Placee's jurisdiction.

7.2       Each Placee allocated Placing Shares in the Placing will be sent a contract note in accordance with the standing arrangements in place with WHI and GMP FirstEnergy (as applicable), stating the number of Placing Shares allocated to it at the Placing Price, the aggregate amount owed by such Placee to WHI and GMP FirstEnergy (as applicable) and settlement instructions.  Each Placee agrees that it will do all things necessary to ensure that delivery and payment is completed in accordance with either the standing CREST or certificated settlement instructions that it has in place with WHI and GMP FirstEnergy (as applicable).

7.3       The Company will (via its registrar) deliver the Placing Shares to a CREST account operated by WHI as agent for the Company and WHI will enter its delivery (DEL) instruction into the CREST system.  WHI will hold any Placing Shares delivered to this account as nominee for the Placees. The input to CREST by a Placee of a matching or acceptance instruction will then allow delivery of the relevant Placing Shares to that Placee against payment.

7.4       It is expected that settlement will take place on 2 August 2018 in accordance with the instructions set out in the contract note.

7.5       Interest is chargeable daily on payments not received from Placees on the due date in accordance with the arrangements set out above at the rate of two percentage points above the base rate of Barclays Bank plc from time to time.

7.6       Each Placee agrees that, if it does not comply with these obligations, WHI or GMP FirstEnergy (as applicable) may sell any or all of the Placing Shares allocated to that Placee on such Placee's behalf and retain from the proceeds, for WHI's or GMP FirstEnergy's account and benefit (as applicable), an amount equal to the aggregate amount owed by the Placee plus any interest due.  The relevant Placee will, however, remain liable for any shortfall below the aggregate amount owed by it and may be required to bear any stamp duty or stamp duty reserve tax (together with any interest or penalties) which may arise upon the sale of such Placing Shares on such Placee's behalf.

7.7       If Placing Shares are to be delivered to a custodian or settlement agent, Placees should ensure that the contract note is copied and delivered immediately to the relevant person within that organisation.

7.8       Insofar as Placing Shares are registered in a Placee's name or that of its nominee or in the name of any person for whom a Placee is contracting as agent or that of a nominee for such person, such Placing Shares should, subject as provided below, be so registered free from any liability to UK stamp duty or stamp duty reserve tax.

7.9       Placees will not be entitled to receive any fee or commission in connection with the Placing.

8          REPRESENTATIONS AND WARRANTIES

8.1       By participating in the Placing, each Placee (and any person acting on such Placee's behalf) irrevocably acknowledges, undertakes, represents, warrants and agrees (as the case may be) that:

8.1.1         it has read and understood this Announcement (including this Appendix) in its entirety and its subscription for the Placing Shares is subject to and based on the terms and conditions of the Placing as referred to and included in this Announcement;

8.1.2         no offering document, admission document or prospectus has been prepared in connection with the Placing and that it has not received and will not receive a prospectus, admission document or other offering document in connection with the Placing;

8.1.3         the Ordinary Shares are admitted to trading on AIM, and the Company is therefore required to publish certain business and financial information in accordance with the AIM Rules and the other applicable rules and practices of the London Stock Exchange and/or the FCA (collectively Exchange Information), which includes the Company's most recent balance sheet and profit and loss account and that it is able to obtain or access such information or comparable information concerning any other publicly traded company without undue difficulty;

8.1.4         (i) it has made its own assessment of the Company, the Placing Shares and the terms and conditions of the Placing and has relied on its own investigation of the business, financial or other position of the Company in accepting a participation in the Placing and has satisfied itself that the information is still current; (ii) none of WHI, GMP FirstEnergy, the Company, any of their respective Affiliates or any person acting on behalf of any of them has provided, or will provide it, with any material regarding the Placing Shares in addition to this Announcement; and (iii) it has not requested WHI, GMP FirstEnergy, the Company or any of their respective Affiliates or any person acting on behalf of any of them to provide it with any such information;

8.1.5         the content of this Announcement is exclusively the responsibility of the Company and that none of WHI, GMP FirstEnergy, their Affiliates or any person acting on their behalf has or shall have any liability for any information, representation or statement contained in this Announcement or any information previously or concurrently published by or on behalf of the Company and will not be liable for any Placee's decision to participate in the Placing based on any information, representation or statement contained in this Announcement or elsewhere;

8.1.6         the only information on which it has relied in committing itself to subscribe for the Placing Shares is contained in this Announcement and any Exchange Information and that it has not received or relied on any information given or any representations, warranties or statements, express or implied, made by WHI, GMP FirstEnergy or the Company or any of their Affiliates or any person acting on behalf of any of them and none of WHI, GMP FirstEnergy, the Company, any of their Affiliates or any person acting on behalf of any of them will be liable for its decision to accept an invitation to participate in the Placing based on any information, representation, warranty or statement other than that contained in this Announcement and any Exchange Information;

8.1.7         it has neither received nor relied on any "inside information" as defined in the EU Market Abuse Regulation 596/2014 concerning the Company in accepting this invitation to participate in the Placing and is not purchasing Placing Shares on the basis of "inside information";

8.1.8         it has the funds available to pay for the Placing Shares it has agreed to subscribe for and acknowledges, agrees and undertakes that it will pay the total subscription amount in accordance with the terms of this Announcement on the due time and date set out herein, failing which the relevant Placing Shares may be placed with other Placees or sold at such price as WHI or GMP FirstEnergy (as applicable) determines;

8.1.9         it: (i) is entitled to subscribe for the Placing Shares under the laws of all relevant jurisdictions; (ii) has fully observed such laws; (iii) has the requisite capacity and authority and is entitled to enter into and to perform its obligations as a subscriber for Placing Shares and will honour such obligations; and (iv) has obtained all necessary consents and authorities (including, without limitation, in the case of any person on whose behalf it is acting, all necessary consents and authorities to agree to the terms set out or referred to in this Announcement) to enable it to enter into the transactions contemplated hereby and to perform its obligations in relation thereto and, in particular, if it is a pension fund or investment company it is aware of and acknowledges it is required to comply with all applicable laws and regulations with respect to its subscription for Placing Shares;

8.1.10        it is not, and any person who it is acting on behalf of is not, and at the time the Placing Shares are subscribed will not be, a resident of, or with an address in, the United States, Australia, New Zealand, Canada, Japan or South Africa, and it acknowledges and agrees that the Placing Shares have not been and will not be registered or otherwise qualified under the securities legislation of the United States, Australia, New Zealand, Canada, Japan or South Africa and may not be offered, sold, or acquired, directly or indirectly, within those jurisdictions

8.1.11        (i) the Placing Shares have not been and will not be registered under the Securities Act or with any state or other jurisdiction of the United States, nor approved or disapproved by the US Securities and Exchange Commission, any state securities commission in the United States or any other United States regulatory authority, (ii) it will not offer, sell or deliver, directly or indirectly, any Placing Shares in or into the United States other than pursuant to an effective registration under the Securities Act or in a transaction exempt from, or not subject to, the registration requirements thereunder and in compliance with any applicable securities laws of any state or other jurisdiction of the United States, and (iii) it is outside of the United States, not acting on a non-discretionary basis for the account or benefit of a person located within the United States at the time the undertaking to acquire the Placing Shares is given and is otherwise acquiring the Placing Shares in an "offshore transaction" meeting the requirements of Regulation S under the Securities Act; 

8.1.12        it is a person of a kind described in (i) Article 19(5) (Investment Professionals) and/or 49(2) (high net worth companies etc.) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended, and/or an authorised person as defined in section 31 of FSMA; and (ii) section 86(7) of FSMA (Qualified Investor), being a person falling within Article 2.1(e) of the Prospectus Directive.  For such purposes, it undertakes that it will acquire, hold, manage and (if applicable) dispose of any Placing Shares that are allocated to it for the purposes of its business only;

8.1.13        if a financial intermediary, as that term is used in Article 3(2) of the Prospectus Directive, that the Placing Shares purchased by it in the Placing will not be acquired on a non-discretionary basis on behalf of, nor will they be acquired with a view to their offer or resale to, persons in a Member State of the European Economic Area which has implemented the Prospectus Directive other than Qualified Investors, or in circumstances in which the prior consent of WHI and GMP FirstEnergy has been given to the offer or resale;

8.1.14        it has only communicated or caused to be communicated and will only communicate or cause to be communicated any invitation or inducement to engage in investment activity (within the meaning of section 21 of FSMA) relating to the Placing Shares in circumstances in which section 21(1) of FSMA does not require approval of the communication by an authorised person and it acknowledges and agrees that this Announcement has not been approved by WHI and GMP FirstEnergy in their capacity as an authorised person under section 21 of FSMA and it may not therefore be subject to the controls which would apply if it was made or approved as financial promotion by an authorised person;

8.1.15        it is aware of and acknowledges that it has complied with and will comply with all applicable provisions of FSMA with respect to anything done by it in relation to the Placing Shares in, from or otherwise involving, the United Kingdom;

8.1.16        it will not make any offer to the public of the Placing Shares and has not offered or sold and will not offer or sell any Placing Shares to persons in the United Kingdom or elsewhere in the European Economic Area prior to Admission except to persons whose ordinary activities involve them in acquiring, holding, managing or disposing of investments (as principal or agent) for the purposes of their business or otherwise in circumstances which have not resulted in and which will not result in an offer to the public in the United Kingdom within the meaning of section 85(1) of FSMA or an offer to the public in any other member state of the European Economic Area within the meaning of the Prospectus Directive (which includes any relevant implementing measure in any Member State of the European Economic Area);

8.1.17        it has not been engaged to subscribe for the Placing Shares on behalf of any other person who is not a Qualified Investor unless the terms on which it is engaged enable it to make decisions concerning the acceptance of offers of transferable securities on the client's behalf without reference to the client as described in section 86(2) of FSMA;

8.1.18        it is aware of and acknowledges that it is required to comply, and does and will comply, with its obligations under the Criminal Justice Act 1993 and the EU Market Abuse Regulation 596/2014 in connection with money laundering and terrorist financing under the Proceeds of Crime Act 2002, the Terrorism Act 2000, the Terrorism Act 2006 and the Money Laundering Regulations 2017 and the Money Laundering Sourcebook of the FCA (the Regulations) and, if making payment on behalf of a third party, that satisfactory evidence has been obtained and recorded by it to verify the identity of the third party as required by the Regulations;

8.1.19        it is aware of the obligations regarding insider dealing in the Criminal Justice Act 1993, with all applicable provisions of FSMA, the EU Market Abuse Regulation 596/2014 and the Proceeds of Crime Act 2002 and confirms that it has and will continue to comply with those obligations;

8.1.20        the allocation, allotment, issue and delivery to it, or the person specified by it for registration as a holder of Placing Shares, will not give rise to a stamp duty or stamp duty reserve tax liability under any of sections 67, 70, 93 or 96 of the Finance Act 1986 (depositary receipts and clearance services) and that no instrument under which it subscribes for Placing Shares (whether as principal, agent or nominee) would be subject to stamp duty or the increased rates referred to in those sections and that it, or the person specified by it for registration as a holder of Placing Shares, is not participating in the Placing as nominee or agent for any person or persons to whom the allocation, allotment, issue or delivery of Placing Shares would give rise to such a liability;

8.1.21        it, or the person specified by it for registration as a holder of the Placing Shares, will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto), if any, payable on acquisition of any of the Placing Shares or the agreement to subscribe for the Placing Shares and acknowledges and agrees that none of WHI and GMP FirstEnergy, the Company, any of their respective Affiliates or any person acting on behalf of them will be responsible for any liability to stamp duty or stamp duty reserve tax resulting from a failure to observe this requirement.  Each Placee and any person acting on behalf of such Placee agrees to participate in the Placing, and agrees to indemnify the Company, WHI and GMP FirstEnergy on an after tax basis in respect of the same, on the basis that the Placing Shares will be allotted to the CREST stock account of WHI or GMP FirstEnergy (as applicable) who will hold them as nominee on behalf of such Placee until settlement in accordance with its standing settlement instructions;

8.1.22        none of WHI and GMP FirstEnergy any of their Affiliates or any person acting on behalf of any of them has or shall have any liability for any information, representation or statement contained in this Announcement or for any information previously published by or on behalf of the Company or any other written or oral information made available to or publicly available or filed information or any representation, warranty or undertaking relating to the Company, and will not be liable for its decision to participate in the Placing based on any information, representation, warranty or statement contained in this Announcement or elsewhere, provided that nothing in this paragraph shall exclude any liability of any person for fraud;

8.1.23        none of WHI, GMP FirstEnergy any of their Affiliates or any person acting on behalf of any of them, is making any recommendations to it, advising it regarding the suitability of any transactions it may enter into in connection with the Placing and that its participation in the Placing is on the basis that it is not and will not be a client of WHI or GMP FirstEnergy and that WHI and GMP FirstEnergy have no duties or responsibilities to it for providing the protections afforded to its clients or customers under the rules of the FCA, for providing advice in relation to the Placing, in respect of any representations, warranties, undertakings or indemnities contained in the Placing Agreement or for the exercise or performance of any of its rights and obligations thereunder, including any rights to waive or vary any conditions or exercise any termination right;

8.1.24        in order to ensure compliance with the Money Laundering Regulations 2017, WHI and GMP FirstEnergy (for themselves and as agents on behalf of the Company) or the Company's registrars may, in their absolute discretion, require verification of its identity.  Pending the provision to WHI and GMP FirstEnergy or the Company's registrars, as applicable, of evidence of identity, definitive certificates in respect of the Placing Shares may be retained at WHI's and GMP FirstEnergy's absolute discretion or, where appropriate, delivery of the Placing Shares to it in uncertificated form, may be retained at WHI's or and GMP FirstEnergy's or the Company's registrars', as the case may be, absolute discretion.  If within a reasonable time after a request for verification of identity WHI or GMP FirstEnergy (as applicable) (for itself and as agent on behalf of the Company) or the Company's registrars have not received evidence satisfactory to them, WHI or GMP FirstEnergy and/or the Company may, at its absolute discretion, terminate its commitment in respect of the Placing, in which event the monies payable on acceptance of allotment will, if already paid, be returned without interest to the account of the drawee's bank from which they were originally debited;

8.1.25        WHI and GMP FirstEnergy may, and their Affiliates acting as an investor for its or their own account(s) may, subscribe for and/or purchase Placing Shares and, in that capacity may retain, purchase, offer to sell or otherwise deal for its or their own account(s) in the Placing Shares, any other securities of the Company or other related investments in connection with the Placing or otherwise.  Accordingly, references in this Announcement to the Placing Shares being offered, subscribed, acquired or otherwise dealt with should be read as including any offer to, or subscription, acquisition or dealing by, WHI, GMP FirstEnergy and/or any of their respective Affiliates acting as an investor for its or their own account(s).  None of WHI, GMP FirstEnergy nor the Company intend to disclose the extent of any such investment or transaction otherwise than in accordance with any legal or regulatory obligation to do so;

8.1.26        these terms and conditions and any agreements entered into by it pursuant to these terms and conditions, and all non-contractual or other obligations arising out of or in connection with them, shall be governed by and construed in accordance with the laws of England and Wales and it submits (on behalf of itself and on behalf of any person on whose behalf it is acting) to the exclusive jurisdiction of the English courts as regards any claim, dispute or matter arising out of any such contract, except that enforcement proceedings in respect of the obligation to make payment for the Placing Shares (together with any interest chargeable thereon) may be taken by the Company, WHI, GMP FirstEnergy in any jurisdiction in which the relevant Placee is incorporated or in which any of its securities have a quotation on a recognised stock exchange;

8.1.27        the Company, WHI, GMP FirstEnergy and their respective Affiliates and others will rely upon the truth and accuracy of the foregoing agreements, acknowledgements, representations, warranties and undertakings which are given to WHI and GMP FirstEnergy, on their own behalf and on behalf of the Company, and are irrevocable;

8.1.28        it irrevocably appoints any duly authorised officer of WHI or GMP FirstEnergy as agent for the purpose of executing and delivering to the Company and/or its registrars any documents on its behalf necessary to enable it to be registered as the holder of any of the Placing Shares for which it agrees to subscribe or purchase upon the terms of this Announcement;

8.1.29        it will indemnify on an after tax basis and hold the Company, WHI, GMP FirstEnergy and their respective Affiliates harmless from any and all costs, claims, liabilities and expenses (including legal fees and expenses) arising out of or in connection with any breach of the representations, warranties, undertakings, agreements and acknowledgements in this Appendix and further agrees that the provisions of this Appendix shall survive after completion of the Placing;

8.1.30        (i) it has knowledge and experience in financial, business and international investment matters and is required to evaluate the merits and risks of subscribing for the Placing Shares; (ii) it is experienced in investing in securities of this nature and is aware that it may be required to bear, and is able to bear, the economic risk of, and is able to sustain a complete loss in connection with the Placing; and (iii) it has relied upon its own examination and due diligence of the Company and its associates taken as a whole, and the terms of the Placing, including the merits and risks involved and has satisfied itself concerning the relevant tax, legal, currency and other economic consideration relevant to its subscription for Placing Shares;

8.1.31        none of the Company, WHI or GMP FirstEnergy are making any undertaking or warranty to any Placee regarding the legality of an investment in the Placing Shares by such Placee under any legal, investment or similar laws or regulations; and

8.1.32        its commitment to subscribe for Placing Shares on the terms set out herein and in the contract note will continue notwithstanding any amendment that may in future be made to the terms of the Placing and that Placees will have no right to be consulted or require that their consent be obtained with respect to the Company's conduct of the Placing.

8.2       The representations, warranties, acknowledgements and undertakings contained in this Appendix are given to the Company, and to WHI and GMP FirstEnergy for themselves and on behalf of the Company and are irrevocable.

8.3       The agreement to settle a Placee's subscription (and/or the subscription of a person for whom such Placee is contracting as agent) free of stamp duty and stamp duty reserve tax depends on the settlement relating only to a subscription by it and/or such person direct from the Company for the Placing Shares in question. Such agreement assumes that the Placing Shares are not being subscribed for in connection with arrangements to issue depositary receipts or to transfer the Placing Shares into a clearance service. If there are any such arrangements, or the settlement relates to any other subsequent dealing in the Placing Shares, UK stamp duty or stamp duty reserve tax may be payable, for which none of the Company, WHI nor GMP FirstEnergy will be responsible, and the Placee to whom (or on behalf of whom, or in respect of the person for whom it is participating in the Placing as an agent or nominee) the allocation, allotment, issue or delivery of Placing Shares has given rise to such UK stamp duty or stamp duty reserve tax undertakes to pay such UK stamp duty or stamp duty reserve tax forthwith and to indemnify on an after-tax basis and to hold harmless the Company and WHI and GMP FirstEnergy in the event that any of the Company and/or WHI and/or GMP FirstEnergy have incurred any such liability to UK stamp duty or stamp duty reserve tax. If this is the case, each Placee should seek its own advice and notify WHI and GMP FirstEnergy accordingly.

8.4       In addition, Placees should note that they will be liable for any stamp duty and all other stamp, issue, securities, transfer, registration, documentary or other duties or taxes (including any interest, fines or penalties relating thereto) payable outside the United Kingdom by them or any other person on the subscription by them of any Placing Shares or the agreement by them to subscribe for any Placing Shares.

8.5       Each Placee, and any person acting on behalf of the Placee, acknowledges and agrees that none of WHI nor GMP FirstEnergy owe any fiduciary or other duties to any Placee in respect of any representations, warranties, undertakings or indemnities in the Placing Agreement.

8.6       Each Placee and any person acting on behalf of each Placee, acknowledges and agrees that WHI, GMP FirstEnergy nor any of their Affiliates may, at their absolute discretion, agree to become a Placee in respect of some or all of the Placing Shares.

8.7       When a Placee or person acting on behalf of the Placee is dealing with WHI or GMP FirstEnergy, any money held in an account with WHI or GMP FirstEnergy (as applicable) on behalf of the Placee and/or any person acting on behalf of the Placee will not be treated as client money within the meaning of the rules and regulations of the FCA made under FSMA.  The Placee acknowledges and agrees that the money will not be subject to the protections conferred by the client money rules; as a consequence, this money will not be segregated from WHI's or GMP FirstEnergy's money (as applicable) in accordance with the client money rules and will be used by WHI or GMP FirstEnergy in the course of its own business; and the Placee will rank only as a general creditor of WHI or GMP FirstEnergy (as applicable).

8.8       Past performance is no guide to future performance and persons needing advice should consult an independent financial adviser.

8.9       Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this Announcement.

8.10      All times and dates in this Announcement may be subject to amendment. WHI and GMP FirstEnergy shall notify the Placees and any person acting on behalf of a Placee of any changes.

DEFINITIONS

The following definitions apply throughout this Announcement unless the context otherwise requires:

"Admission" - admission of the Placing Shares to trading on AIM becoming effective in accordance with Rule 6 of the AIM Rules

"AIM " - the market of that name operated by the London Stock Exchange

"AIM Rules" - the AIM Rules for Companies published by the London Stock Exchange as they may be amended and replaced from time to time

"Announcement" - this announcement (including the Appendix to this announcement)

"Company" - i3 Energy plc, a company incorporated in England and Wales with registered number 10699593, whose registered office is at New Kings Court Tollgate, Chandler's Ford, Eastleigh, Hampshire, United Kingdom, SO53 3LG

"CREST" - the relevant system (as defined in the Regulations) which enables title to units of relevant securities (as defined in the Regulations) to be evidenced and transferred without a written instrument and in respect of which Euroclear UK & Ireland Limited is the Operator (as defined in the Regulations)

"FCA" - the Financial Conduct Authority

"FSMA" - the Financial Services and Markets Act of 2000 (as amended)

"GMP FirstEnergy" - FirstEnergy Capital LLP, a limited liability partnership incorporated in England and Wales, with registered number OC346410, whose registered office is at  85 London Wall, London, EC2M 7AD

"Group" - the Company and its subsidiary undertakings prior to completion of the Acquisition

"London Stock Exchange" - London Stock Exchange plc

"Ordinary Shares" - ordinary shares of £0.0001 each in the capital of the Company

"Placing" - the conditional placing of the Placing Shares at the Placing Price by WHI and GMP FirstEnergy as agents for and on behalf of the Company pursuant to the terms of the Placing Agreement

"Placing Agreement" - the conditional agreement dated 27 July 2018 relating to the Placing, between the Company, WHI and GMP FirstEnergy

"Placing Price" - 105p per new Ordinary Share

"Placing Shares" - 1,542,336 new Ordinary Shares to be issued in connection with the Placing

"Prospectus Directive" - the Directive of the European Parliament and of the Council of the European Union 2003/71/EC, as amended

"Regulations" - the UK Uncertificated Securities Regulations 2001 (SI 2001 No. 3755), as amended

"Securities Act" - the United States Securities Act of 1933, as amended

"UK" or "United Kingdom" - the United Kingdom of Great Britain and Northern Ireland

"United States" or "US" - United States of America, its territories and possessions, any state of the United States of America and the District of Columbia and all other areas subject to its jurisdiction

"WHI" - W H Ireland Limited, a company incorporated in England and Wales, with registered number 02002044, whose registered office is at 24 Martin Lane, London EC4R 0DR

 

 

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 mid case recoverable resources of 80 MMBO. 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. Liberator West will be the subject of a single well appraisal alongside the Liberator development wells in 2019.

 

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.

 

i3 has a strong management team with a track record of delivery and was founded by Neill Carson, previously founder and CEO of Ithaca Energy, where he built an asset portfolio including multiple developments.

 

The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014

 

 


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