TIDMI3E
RNS Number : 9951B
i3 Energy PLC
08 June 2023
8 June 2023
i3 Energy plc
("i3", "i3 Energy", or the "Company")
Reduction of 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 Annual General Meeting (the
"Circular") was posted to Shareholders yesterday. The Circular
contains details of, among other things, a proposed reduction of
capital (the "Capital Reduction").
Terms used in this announcement have the same meaning given to
them in the Circular.
Notice of Annual General Meeting ("AGM" )
The Circular, which was posted to Shareholders yesterday, is
available on the Company's website at https://i3.energy.
The AGM 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 30 June
2023.
Shareholders are strongly encouraged to appoint the Chair of the
meeting as their proxy for the AGM. This will ensure that your vote
will be counted even if attendance at the AGM is restricted or you
are unable to attend.
The results of the votes on the resolution proposed at the AGM
will be announced as soon as practicable after the conclusion of
the AGM and will be available on the Company's website.
Proposed Capital Reduction
The Board considers it highly desirable that the Company has the
maximum flexibility to consider the payment of dividends and
otherwise return value to Shareholders. However, the Company will
be precluded from the payment of any dividends or other
distributions or the redemption or buy-back of its shares in the
absence of it having sufficient distributable reserves.
The Company's share premium account currently stands at
approximately GBP51,000,000. As at 31 May 2023, the Company had
retained earnings of approximately GBP6,000,000. It is proposed
that the Company's share premium account be cancelled (the "Capital
Reduction"). The proposed Capital Reduction is intended to increase
retained earnings by an amount equal to the amount standing to the
credit of the Company's share premium account.
The purpose of the Company's cancellation of its share premium
account is to create further 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 cancellation of the Company's share premium
account is approved by Shareholders at the AGM, it will be subject
to the scrutiny of, and confirmation by, the High Court of England
and Wales (the "High Court") which will take due account of the
protection of creditors. Subject to that confirmation and
registration by the Registrar of Companies in England and Wales of
the order of the High Court, the Capital Reduction is expected to
take effect later this year.
The Board anticipates that the cancellation of the Company's
share premium account will result in the creation of further
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 the Shareholders, should the Board consider it
appropriate. It should however be noted that if the Company is
required to give undertakings to the High Court, this may delay the
Company's ability to pay dividends and otherwise return value to
Shareholders.
Following the implementation of the Capital Reduction, there
will be no change in the nominal value of the Company's shares or
the number of shares in issue. The Capital Reduction in itself will
not involve any distribution or repayment of share premium by the
Company and will not reduce the underlying net assets of the
Company.
The Directors reserve the right to abandon or discontinue any
application to the High Court for confirmation of the Capital
Reduction if the Directors believe that the terms required to
obtain confirmation are unsatisfactory to the Company or if, as the
result of a material unforeseen event, the Directors consider that
to continue with the Capital Reduction would be inappropriate or
inadvisable.
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 AGM):
PRINCIPAL EVENT TIME AND DATE
Annual General Meeting 11 a.m. (BST) on 30 June 2023
------------------------------
Expected date for the directions July 2023
hearing for the High Court to
consider the Capital Reduction
application
------------------------------
Expected date for the hearing Late July / August 2023
by the High Court to confirm
the Capital Reduction
------------------------------
Expected date that the Capital August 2023
Reduction becomes effective
------------------------------
Notes
1. The 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 High Court of
England and Wales confirms the Capital Reduction. The provisional
final hearing date will be subject to change and dependent on the
High Court.
2. The timetable assumes that there is no adjournment of the
AGM. If the scheduled date for the AGM changes, the revised date
and/or time will be notified to Shareholders by an announcement
made by the Company through a RIS.
3. All times shown are London times unless otherwise stated.
Enquiries:
i3 Energy plc c/o Camarco
Majid Shafiq (CEO) Tel: +44 (0) 203 781 8338
WH Ireland Limited (Nomad
and Joint Broker) Tel: +44 (0) 207 220 1666
James Joyce, Darshan Patel
Tennyson Securities (Joint
Broker) Tel: +44 (0) 207 186 9030
Peter Krens
Stifel Nicolaus Europe Limited
(Joint Broker) Tel: +44 (0) 20 7710 7600
Ashton Clanfield, Callum Stewart
Camarco
Georgia Edmonds, Violet Wilson, Tel: +44 (0) 203 781 8338
Sam Morris
Notes to Editors:
i3 Energy is an oil and gas Company with a low cost,
diversified, growing production base in Canada's most prolific
hydrocarbon region, the Western Canadian Sedimentary Basin and
appraisal assets in the North Sea with significant upside.
The Company is well positioned to deliver future growth through
the optimisation of its existing 100% owned asset base and the
acquisition of long life, low decline conventional production
assets.
i3 is dedicated to responsible corporate practices and the
environment, and places high value on adhering to strong
Environmental, Social and Governance ("ESG") practices. i3 is proud
of its performance to date as a responsible steward of the
environment, people, and capital management. The Company is
committed to maintaining an ESG strategy, which has broader
implications 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/ .
This announcement contains inside information for the purposes
of Article 7 of the UK version of Regulation (EU) No 596/2014 which
is part of UK law by virtue of the European Union (Withdrawal) Act
2018, as amended ("MAR"). Upon the publication of this announcement
via a Regulatory Information Service, this inside information is
now considered to be in the public domain.
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END
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