AIM Schedule One update - i3 Energy plc (7767D)
October 30 2020 - 6:00AM
UK Regulatory
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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END
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