AIM Schedule One update - i3 Energy plc (7767D)

TIDMI3E

RNS Number : 7767D

AIM

30 October 2020

 
      ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION 
       IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM 
                                   RULES") 
 
 COMPANY NAME: 
 
   i3 Energy Plc 
 COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY 
  TRADING ADDRESS (INCLUDING POSTCODES) : 
 
   New Kings Court 
   Tollgate 
   Chandler's Ford 
   Eastleigh 
   Hampshire 
   SO53 3LG 
 COUNTRY OF INCORPORATION: 
 
   England and Wales 
 COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED 
  BY AIM RULE 26: 
 
   https://i3.energy/ 
 COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, 
  IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING 
  POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE 
  TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: 
 
        As announced by the Company on 23 June 2020, i3 has agreed 
        to acquire all of the issued and outstanding common shares 
        of Toscana Energy Income Corporation ("Toscana" or "TEIC"), 
        a TSX-listed oil and gas company with identifier TSX:TEI. 
 
        As announced on 30 March 2020, i3 has purchased the rights 
        and interests in Toscana's CAD$24.8 million senior debt facility 
        and CAD$3.2 million junior debt facility for a total consideration 
        of CAD$3.0 million and CAD$0.4 million, respectively, with 
        the cash consideration being paid 50 per cent. up front and 
        50 per cent. at 31 December 2020. As at 23 June 2020, the aggregate 
        consideration being paid by i3 for Toscana's debt and equity 
        totals approximately CAD$3.85 million (c.US$2.83 million) and, 
        in light of TEIC's 2019 production and reserves, represents 
        approximately 0.7x Toscana's 2019 Field Netback (revenue minus 
        royalties, opex and transportation) of CAD$5.5 million (c.US$4 
        million), CAD$3,618/boepd (c.US$2,661/boepd), or CAD$0.83/boe 
        (c.US$0.61/boe). 
 
        The Toscana Acquisition is to be consummated via a plan of 
        arrangement, the terms of which have been agreed between i3 
        and Toscana in an arrangement agreement dated 23 June 2020 
        (the "Arrangement Agreement"). Under the terms of the Arrangement 
        Agreement, the consideration payable by i3 for all of the issued 
        and outstanding common shares of TEIC will be wholly satisfied 
        by the issue by i3 of 4,399,215 fully paid ordinary shares 
        of GBP0.0001 each in the capital of the Company ("Ordinary 
        Shares"), which represent 0.63 per cent. of the existing Ordinary 
        Shares in issue and 0.63 per cent. of the enlarged share capital 
        of the Company following the completion of the Toscana Acquisition. 
 
        Due to its size and nature, when it was announced on 23 June 
        2020, the Toscana Acquisition constitutes a reverse takeover 
        of the Company pursuant to the AIM Rules for Companies. As 
        a result, the Toscana Acquisition requires to be approved by 
        i3 Shareholders by way of an ordinary resolution at a general 
        meeting of the Company to be held at 11 Abercrombie Court, 
        Prospect Road, Arnhall Business Park, Westhill, Aberdeenshire, 
        AB32 6FE on 29 October 2020 at 10:00 am, formal notice of which 
        is set out in Part X of the Admission Document (the "General 
        Meeting"). 
 
        Should the Toscana Acquisition complete: 
 
         *    i3's Ordinary Shares will be listed on the TSX (in 
              addition to AIM), subject to the approval of the TSX; 
              and 
 
 
 
         *    subject to regulatory due diligence, a current member 
              of the TEIC board, John Festival, will join the board 
              of i3 as a non-executive director. John is a chemical 
              engineer with over 35 years of experience in the 
              Western Canadian Sedimentary Basin's oil and gas 
              sector and has an excellent track record of founding, 
              growing and monetising oil and gas ventures in 
              Canada. He is currently the CEO of Broadview Energy 
              and was the President and CEO of Black Pearl 
              Resources Inc. prior to its acquisition by 
              International Petroleum in December 2018 in a stock 
              and debt transaction valued at CAD$715 million. He 
              was previously the founder and President of BlackRock 
              Ventures Inc., which was established in 2001 and sold 
              to Shell Canada for CAD$2.4 billion in 2006. 
 
 
 
        Completion of the Toscana Acquisition is also conditional upon, 
        inter alia: (i) at least 66 2/3 per cent. of the votes cast 
        by TEIC's shareholders being voted in favour of the arrangement 
        at a general meeting; (ii) the approval of the Court of Queen's 
        Bench of Alberta, Canada; (iii) the receipt of certain regulatory 
        approvals; and (iv) the satisfaction of certain other closing 
        conditions customary in acquisitions of this nature. If such 
        conditions are not satisfied, or, where applicable, not waived, 
        the Toscana Acquisition will not proceed. 
 DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS 
  AS TO TRANSFER OF THE SECURITIES (i.e. where known, number 
  and type of shares, nominal value and issue price to which 
  it seeks admission and the number and type to be held as treasury 
  shares): 
 
   Securities to be admitted 700,054,815 ordinary shares of nominal 
   value 0.01 pence each 
 
   There are no restrictions on the transfer of the securities 
   to be admitted. 
 CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) 
  AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: 
 
   New capital to be raised on Admission is expected to be nil. 
 
   Market capitalisation upon Admission is expected to be c.GBP30m. 
 PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: 
 
   59.27% 
 DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH 
  THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE 
  OR WILL BE ADMITTED OR TRADED: 
 
   None. 
 FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS 
  (underlining the first name by which each is known or including 
  any other name by which each is known): 
 
   Linda Janice Beal, Non-Executive Chairperson (current) 
 
   Majid Shafiq, Chief Executive Officer (current) 
 
   Graham Andrew Heath, Chief Financial Officer (current) 
 
   Neill Ashley Carson, Non-Executive Director (current) 
 
   Richard Millington Ames, Non-Executive Director (current) 
 
   John Larry Festival, Non-Executive Director (proposed) 
 FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED 
  AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER 
  ADMISSION (underlining the first name by which each is known 
  or including any other name by which each is known): 
                         % before 
    Shareholder            Admission   % upon Admission 
    Bybrook Capital           29.68%             29.49% 
                         -----------  ----------------- 
    Premier Miton             15.09%             15.00% 
                         -----------  ----------------- 
    Slater Investments 
     Ltd                      11.90%             11.83% 
                         -----------  ----------------- 
    Lombard Odier              7.91%              7.86% 
                         -----------  ----------------- 
 NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 
  2, PARAGRAPH (H) OF THE AIM RULES: 
 
   None. 
 (i) ANTICIPATED ACCOUNTING REFERENCE DATE 
  (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION 
  DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited 
  interim financial information) 
  (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS 
  PURSUANT TO AIM RULES 18 AND 19: 
 
   (i) 31 December 
   (ii) Unaudited to 30 June 2020 
   (iii) Audited results for the year ended 31 December 2020 by 
   30 June 2021 
   (iii) Unaudited results for the six months to 30 June 2021 
   by 30 September 2021 
   (iii) Audited results for the year ended 31 December 2021 by 
   30 June 2022 
 EXPECTED ADMISSION DATE: 
 
   2(nd) November 2020 
 NAME AND ADDRESS OF NOMINATED ADVISER: 
 
   WH Ireland Limited 
   24 Martin Lane 
   London 
   EC4R 0DR 
 NAME AND ADDRESS OF BROKER: 
 
   WH Ireland Limited 
   24 Martin Lane 
   London 
   EC4R 0DR 
 
   and 
 
   Canaccord Genuity 
   88 Wood Street 
   London 
   EC2V 7QR 
 
   and 
 
   Mirabaud Securities 
   5th floor 
   10 Brassenden Pl 
   London 
   SW1E 5DH 
 OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE 
  (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE 
  AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL 
  DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: 
 
   The admission document, which will contain full details about 
   the applicant and the admission of its securities, will be 
   available at the following: 
 
   https://i3.energy/ 
 
   and 
 
   WH Ireland Limited 
   24 Martin Lane 
   London 
   EC4R 0DR 
 THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO 
  APPLY 
 
   Quoted Companies Alliance (QCA) code 
 DATE OF NOTIFICATION: 
 
   30(th) October 2020 
 NEW/ UPDATE: 
 
   Update 
 

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October 30, 2020 07:00 ET (11:00 GMT)