THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN (THIS 'ANNOUNCEMENT') IS RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA, NEW ZEALAND OR ANY OTHER JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION WOULD BE UNLAWFUL ('RESTRICTED JURISDICTION'). THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. THE SECURITIES DISCUSSED HEREIN HAVE NOT BEEN AND WILL NOT BE REGISTERED UNDER THE US SECURITIES ACT OF 1933, AS AMENDED (THE 'US SECURITIES ACT') AND MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE US SECURITIES ACT. NO PUBLIC OFFERING OF THE SECURITIES DISCUSSED HEREIN IS BEING MADE IN THE UNITED STATES AND THE INFORMATION CONTAINED HEREIN DOES NOT CONSTITUTE AN OFFERING OF SECURITIES FOR SALE IN THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR NEW ZEALAND. THIS ANNOUNCEMENT SHOULD BE READ IN ITS ENTIRETY.
FURTHER, THIS ANNOUNCEMENT IS MADE FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO SELL OR ISSUE OR SOLICITATION TO BUY, SUBSCRIBE FOR OR OTHERWISE ACQUIRE SHARES IN i3 ENERGY PLC IN ANY JURISDICTION IN WHICH ANY SUCH OFFER OR SOLICITATION WOULD BE UNLAWFUL.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION (EU) NO 596/2014 (AS IMPLEMENTED INTO ENGLISH LAW) BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 AND CERTAIN OTHER IMPLEMENTING MEASURES) ('MAR'). PRIOR TO PUBLICATION, CERTAIN INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT WAS DEEMED TO CONSTITUTE INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF MAR. IN ADDITION, MARKET SOUNDINGS (AS DEFINED IN MAR) WERE TAKEN IN RESPECT OF THE PLACING WITH THE RESULT THAT CERTAIN PERSONS BECAME AWARE OF INSIDE INFORMATION (AS DEFINED IN MAR), AS PERMITTED BY MAR. DUE TO THE PUBLICATION OF THIS ANNOUNCEMENT, THOSE PERSONS THAT RECEIVED INSIDE INFORMATION IN A MARKET SOUNDING ARE NO LONGER IN POSSESSION OF SUCH INSIDE INFORMATION RELATING TO THE COMPANY AND ITS SECURITIES.
PLEASE SEE THE IMPORTANT NOTICES AT THE END OF THIS ANNOUNCEMENT.
EASTLEIGH, UK / ACCESSWIRE / July 7, 2021 / i3 Energy plc (AIM:I3E) (TSX:ITE), an independent oil and gas company with assets and operations in the UK and Canada, is pleased to announce that following the announcement made at 7 a.m. on 7 July 2021 (the 'Launch Announcement') regarding the proposed conditional Placing and PrimaryBid Offer:
- Company has raised £40 million via the placing of 363,700,000 Placing Shares at the Issue Price of 11 pence per Placing Share, a 3% discount to the 15-day average closing price of 11.4p, this includes the Primary Bid offer.
- the asset sale agreement with Cenovus Energy Inc., a senior Canadian oil and gas producer, pursuant to which it has been agreed that the Company's group will acquire certain conventional central Alberta petroleum and infrastructure assets, is now effective. Completion under the ASA is conditional on customary conditions, standard regulatory approvals and payment of the cash consideration of CA$65 million (US$53.7 million), subject to customary adjustments.
Capitalised terms not otherwise defined herein shall have the same meaning as set out in the Launch Announcement.
The issue of the Placing Shares and PrimaryBid Shares is subject to, inter alia, Shareholder approval to enable the issue of the Placing Shares and PrimaryBid Shares, which will be sought at a General Meeting of the Company expected to be held at 11.00 a.m. on 26 July 2021.
Subject to, inter alia, Shareholder approval, the Placing Shares and PrimaryBid Shares are expected to be admitted to trading on AIM on or around 27 July 2021. Applications will be made in due course to the London Stock Exchange for the Placing Shares and PrimaryBid Shares to be admitted to trading on AIM.
The Placing Shares and PrimaryBid Shares, when issued, will be fully paid and will rank pari passu in all respects with the existing Ordinary Shares of the Company.
A circular, containing further details of the Placings and convening the General Meeting (the 'Circular') is expected to be despatched to Shareholders on 9 July 2021. The Circular will thereafter be available on the Company's website at https://i3.energy/.
WH Ireland Limited acted as Nomad and Joint Broker, Cannacord Genuity Limited acted as Joint Broker, and Tennyson Securities acted as Joint Broker and Sole Bookrunner, in each case, to the Company on the Placing.
Next steps
In order for the Placing and PrimaryBid Offer to proceed, Shareholders are required to approve the proposed issuance of the Placing Shares and the PrimaryBid Shares at the General Meeting.
The expected timetable relating to the Placing and the PrimaryBid Offer is set out below.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS
| Announcement of the Placing and PrimaryBid Offer | 7 July 2021 |
| Expected posting of Circular and Forms of Proxy | 9 July 2021 |
| Latest time and date for receipt of Forms of Proxy and CREST proxy instructions | 11 a.m. on 22 July 2021 |
| General Meeting | 11.00 a.m. on 26 July 2021 |
| Expected date for Admission and commencement of dealings of the Placing Shares and the PrimaryBid Shares | 8.00 a.m. on 27 July 2021 |
| Expected time and date for CREST accounts to be credited in relation to the Placing Shares and the PrimaryBid Shares | 8.00 a.m. on 27 July 2021 |
| Expected date for despatch of definitive share certificates (where applicable) in relation to the Placing Shares and the PrimaryBid Shares expected by no later than | The week commencing 2 August 2021 |
Notes:
- References to times in this Announcement are to London time (unless otherwise stated).
- Certain of the events in the above timetable are conditional upon, amongst other things, the approval of the resolutions to be proposed at the General Meeting.
- If any of the above times or dates should change, the revised times and/or dates will be notified by an announcement to an RIS.
For further information, please contact:
i3 Energy plc | ||
Majid Shafiq (CEO) / Graham Heath (CFO) | c/o Camarco Tel: +44 (0) 203 781 8331 | |
WH Ireland Limited (Nomad and Joint Broker) | ||
James Joyce, James Sinclair-Ford | Tel: +44 (0) 207 220 1666 | |
Canaccord Genuity Limited (Joint Broker) | ||
Henry Fitzgerald-O'Connor, James Asensio | Tel: +44 (0) 207 523 8000 | |
Tennyson Securities (Joint Broker) Peter Krens | Tel: +44 (0) 207 186 9030 | |
Camarco Owen Roberts, James Crothers, Violet Wilson | Tel: +44 (0) 203 781 8331 |
Notes to Editors:
i3 Energy is an oil and gas Company with a low cost, diversified, growing production base in Canada's most prolific hydrocarbon region, the Western Canadian Sedimentary Basin and appraisal assets in the North Sea with significant upside.
The Company is well positioned to deliver future growth through the optimisation of its existing 100% owned asset base and the acquisition of long life, low decline conventional production assets.
i3 is dedicated to responsible corporate practices and the environment, and places high value on adhering to strong Environmental, Social and Governance ('ESG') practices. i3 is proud of its performance to date as a responsible steward of the environment, people, and capital management. The Company is committed to maintaining an ESG strategy, which has broader implications to long-term value creation, as these benefits extend beyond regulatory requirements.
i3 Energy is listed on the AIM market of the London Stock Exchange under the symbol I3E and on the Toronto Stock Exchange under the symbol ITE. For further information on i3 Energy please visit https://i3.energy/
The information contained within this announcement is deemed by the Company to constitute inside information under the Market Abuse Regulation (EU) No. 596/2014.
IMPORTANT NOTICES
The information contained in this Announcement is for information purposes only and does not purport to be full or complete. No reliance may be placed for any purpose on the information contained in this announcement or its accuracy, fairness or completeness.
This Announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This Announcement is not an offer of securities for sale in the United States. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States.
This Announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in, into or within Australia, Canada, Japan, the Republic of South Africa or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction.
This Announcement is for information purposes only and is not intended to and does not contain or constitute or form part of any offer or any solicitation to purchase or subscribe for securities in Australia, Japan, the Republic of South Africa or any other state or jurisdiction in which such offer or solicitation is not authorised or to any person to whom it is unlawful to make such offer or solicitation. Any failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdictions.
This Announcement does not constitute a prospectus or offering memorandum or an offer in respect of any securities and is not intended to provide the basis for any decision in respect of the Company or other evaluation of any securities of the Company or any other entity and should not be considered as a recommendation that any investor should subscribe for or purchase any such securities.
This Announcement has been issued by, and is the sole responsibility of, the Company. No undertaking, representation, warranty or other assurance, express or implied, is made or given by or on behalf of the Company or any member of the Company's group or any of the Brokers or any of their respective directors, officers, partners, employees, agents or advisers or any other person as to the accuracy or completeness of the information or opinions contained in this Announcement and no responsibility or liability is accepted by any of them for any such information or opinions or for any errors, omissions or misstatements, negligence or otherwise in this Announcement.
WH Ireland Limited is acting as Nominated Adviser and each of WH Ireland, Tennyson Securities and Canaccord Genuity Limited is acting as joint broker and as agent for and on behalf of the Company for the Placing. Each of the Brokers is authorised and regulated by the Financial Conduct Authority (the 'FCA') in the United Kingdom. Each of the Brokers is acting exclusively for the Company and no one else in connection with the matters referred to in this Announcement and the Brokers will not be responsible to anyone other than the Company for providing the protections afforded to their respective clients or for providing advice in relation to the matters described in this Announcement.
No representation or warranty, express or implied, is or will be made as to, or in relation to, and no responsibility or liability is or will be accepted by any of the Brokers or by any of their respective affiliates or agents as to, or in relation to, the accuracy or completeness of this Announcement or any other written or oral information made available to or publicly available to any interested party or its advisers, and any liability therefor is expressly disclaimed.
No statement in this Announcement is intended to be a profit forecast or estimate, 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.
The price of shares and any income expected from them may go down as well as up and investors may not get back the full amount invested upon disposal of the shares. Past performance is no guide to future performance, and persons needing advice should consult an independent financial adviser. 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.
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.
This Announcement includes statements, estimates, opinions and projections with respect to anticipated future performance of the Company ('forward-looking statements') which reflect various assumptions concerning anticipated results taken from the Company'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 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 information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.
SOURCE: i3 Energy PLC
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