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Share Name Share Symbol Market Type Share ISIN Share Description
I3 Energy Plc LSE:I3E London Ordinary Share GB00BDHXPJ60 ORD 0.01P
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.375 3.48% 11.15 10.90 11.15 11.50 10.60 10.80 2,381,806 16:35:08
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Oil & Gas Producers 13.0 10.6 3.8 2.9 119

i3 Energy PLC Reduction of Capital

18/05/2021 9:31am

UK Regulatory (RNS & others)


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TIDMI3E

RNS Number : 9820Y

i3 Energy PLC

18 May 2021

18 May 2021

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 a shareholder circular (the "Circular") detailing a proposed reduction of capital (the "Capital Reduction") and a notice convening a general meeting to consider and approve the Capital Reduction, will be posted to Shareholders later today.

Terms used in this announcement have the same meaning given to them in the Circular.

Proposed Reduction of Capital

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 is generally precluded from the payment of any dividends or other distributions or the redemption or buy-back of its shares in the absence of sufficient distributable reserves.

The Company's share premium account currently stands at approximately GBP63 million. As at 28 February 2021, the Company had a retained earnings deficit of approximately GBP11 million. It is proposed that the Company's share premium account be cancelled. The proposed Capital Reduction is intended to eliminate the retained earnings deficit and create distributable reserves equal to the balance.

The purpose of the Capital Reduction is to create distributable reserves in the Company to facilitate the future consideration of 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). As the Company currently has negative distributable reserves, it is prohibited from returning money or distributing assets to its Shareholders, including by way of dividends or carrying out buy-backs of the Company's shares (if considered appropriate). The proposed cancellation of the Company's share premium account will create sufficient distributable reserves to enable such distributions or buy-backs (if considered appropriate by the Board) to be made.

If the proposed cancellation of the Company's share premium account is approved by Shareholders at the General Meeting, it will be subject to the scrutiny of, and confirmation by, the High Court, which will take due account of the protection of creditors and, subject to that confirmation and registration by the Registrar of Companies in England and Wales of the order of the High Court, is expected to take effect on or around 1 July 2021.

The Board anticipates that the cancellation of the Company's share premium account will result in the creation of 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 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.

Notice of General Meeting

Full particulars of the Capital Reduction are set out in the Circular, which will be posted to Shareholders later today and will shortly be available on the Company's website at https://i3.energy.

The General Meeting 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 3 June 2021.

The Company wishes to conduct the General Meeting in a way that limits the risk associated with the Coronavirus pandemic and complies with the law. In light of this, although Shareholders (including their duly appointed proxies and/or corporate representatives) will be, subject to any changes to the rules which may arise after the publication of this document, permitted to attend the General Meeting in person, shareholders are discouraged from doing so.

The Company does not expect there to be any significant physical turnout by Shareholders but it would help the Company's planning if Shareholders who wished to attend physically could email i3energy@camarco.co.uk by no later than 11 a.m. (BST) on 1 June 2021 to confirm their wish to attend in order that the Company can be confident that the facilities proposed for the General Meeting will be able to accommodate attendance in accordance with appropriate COVID procedures.

The Company remains committed to encouraging Shareholder engagement on the business of the General Meeting. As such, in addition to voting by proxy, Shareholders can submit questions to the Board in advance of the General Meeting by emailing such questions to i3energy@camarco.co.uk by no later than 11 a.m. (BST) on 1 June 2021. The Board will consider all questions received and provide a response to those that directly relate to the matters of the General Meeting. Answers to Shareholders' questions will be posted on the Company's website at https://www.i3.energy/investor-relations/shareholder-faqs/ by 4 June 2021.

The situation surrounding the outbreak of COVID-19 is constantly evolving. Any changes to the arrangements for the General Meeting will be communicated to Shareholders before the General Meeting, including through i3's website at https://www.i3.energy/ and by announcement through a RIS.

Shareholders are strongly encouraged to appoint the Chair of the General Meeting as their proxy for the General Meeting. This will ensure that your vote will be counted even if attendance at the General meeting is restricted or you are unable to attend.

The results of the votes on the resolution proposed at the General Meeting will be announced as soon as practicable after the conclusion of the General Meeting and will be available on the Company's website.

Timetable of Principal Events

The anticipated timetable for the proposed Capital Reduction is as follows:

 
 PRINCIPAL EVENT                      TIME AND DATE 
 Date of publication and posting      18 May 2021 
  of the Circular 
                                     ----------------------------- 
 Last time and date for appointment   11 a.m. (BST) on 1 June 2021 
  of a proxy 
                                     ----------------------------- 
 General Meeting                      11 a.m. (BST) on 3 June 2021 
                                     ----------------------------- 
 Expected date for the directions     11 June 2021 
  hearing for the High Court of 
  England and Wales to consider 
  the Capital Reduction application 
                                     ----------------------------- 
 Expected date for the hearing        29 June 2021 
  by the High Court of England 
  and Wales to confirm the Capital 
  Reduction 
                                     ----------------------------- 
 Expected date that the Capital       1 July 2021 
  Reduction becomes effective 
                                     ----------------------------- 
 

Notes

1. The times and dates set out in this timetable and throughout the Circular that fall after the date of publication of this announcement 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 is subject to change and dependent on the High Court.

2. The timetable assumes that there is no adjournment of the General Meeting. If the scheduled date for the General Meeting 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 
   Majid Shafiq (CEO) / Graham Heath       c/o Camarco 
    (CFO)                                   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        Tel: +44 (0) 207 523 8000 
    Asensio 
   Tennyson Securities (Joint Broker)      Tel: +44 (0) 207 186 9030 
    Peter Krens 
   Camarco 
    Owen Roberts, James Crothers, Violet     Tel: +44 (0) 203 781 8331 
    Wilson 
 

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. 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.

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.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

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May 18, 2021 04:31 ET (08:31 GMT)

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