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 £63 million. As at 28 February 2021, the Company had a retained earnings deficit of approximately £11 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 [email protected] 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 [email protected] 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:
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.