Reduction of Capital
EASTLEIGH, UK / ACCESSWIRE / June 8, 2023 / i3 Energy plc ("i3", "i3 Energy", or the "Company") (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 £51,000,000. As at 31 May 2023, the Company had retained earnings of approximately £6,000,000. 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 hearing for the High Court to consider the Capital Reduction application | July 2023 |
Expected date for the hearing by the High Court to confirm the Capital Reduction | Late July / August 2023 |
Expected date that the Capital Reduction becomes effective | August 2023 |
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 |
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WH Ireland Limited (Nomad and Joint Broker) |
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Tennyson Securities (Joint Broker) |
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Stifel Nicolaus Europe Limited (Joint Broker) |
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Camarco |
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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.
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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