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.
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END
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