The Circular will contain details of a proposed normal course reduction of capital (the 'Capital Reduction'), being undertaken to ensure there are sufficient distributable reserves to facilitate dividend payments in the long term. This announcement, and the filing by the Company of a Notice of Meeting and Record Date on SEDAR+, is made earlier than required by the Companies Act 2006 in the
Notice of General Meeting, as determined by the Companies Act 2006 in the
The Circular will be available on the Company's website at https://i3.energy on the anticipated date of posting,
The General Meeting ('
Shareholders are strongly encouraged to appoint the Chair of the meeting as their proxy for the
The results of the votes on the resolution proposed at the
Proposed Capital Reduction
The Board considers it highly desirable that the Company has the maximum flexibility to continue the payment of dividends in line with its dividend policy and otherwise to return value to Shareholders. The capacity of a
The Company has transitioned to
The adoption of
It is therefore proposed that: the amount standing to the credit of the Transition Reserve of
This is expected to increase 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 Capital Reduction is approved by Shareholders at the
The Board anticipates that this 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 Court, this may delay the Company's ability to pay dividends and otherwise return value to Shareholders.
There will be no change in the number of Ordinary Shares in issue (or their nominal value) following the implementation of the Capital Reduction and no new share certificates will be issued as a result of the Capital Reduction. The Capital Reduction itself will not involve any distribution or repayment of capital or share premium by the Company and will not reduce the underlying net assets of the Company. The distributable reserves arising on the Capital Reduction will, subject to the discharge of any undertakings required by the Court as explained below, support the Company's ability to pay dividends.
The Directors reserve the right to abandon or discontinue any application to the 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.
A detailed description of the business to be conducted at the
Contact:
Tel: +44 (0) 207 220 1666
Tel: +44 (0) 207 186 9030
Tel: +44 (0) 20 7710 7600
i3 Energy is an oil and gas Company with a low cost, diversified, growing production base in
The Company is well positioned to deliver future growth through the optimisation of its existing high working interest 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
This announcement contains inside information for the purposes of Article 7 of the
Cautionary Statements Regarding Forward Looking Information
Certain statements and information contained in this announcement and other continuous disclosure documents of the Company referenced herein, including statements and information that contain words such as 'could', 'should', 'can', 'anticipate', 'expect', 'believe', 'will', 'may', 'continue', 'proposed' and similar expressions relating to matters that are not historical facts, constitute 'forward-looking information' within the meaning of applicable Canadian securities legislation. These statements and information involve known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements and information. The Company believes the expectations reflected in such forward-looking statements and information are reasonable, but no assurance can be given that these expectations will prove to be correct. Such forward-looking statements and information included in this announcement should not be unduly relied upon. These forward-looking statements and information speak only as of the date of this announcement.
In particular, forward-looking information and statements in this announcement include, but are not limited to the following: the expected timing of the Circular and of the results of the Company's
The forward-looking information and statements made in this announcement rely on certain expected economic conditions and overall demand for the Company's services and are based on certain assumptions. The assumptions used to generate this forward-looking information and statements are, among other things, that: the Company will maintain its financial position and financial resources will continue to be available to the Company; demand for the Company's products and services will remain consistent; there will not be significant changes in the Company's financial position due to pricing changes driven by market conditions, competition, regulatory factors or other unforeseen factors and the Company will obtain requisite approvals required to realize the perceived benefits of the Capital Reduction.
Risks and other uncertainties that could cause actual results to differ materially from those anticipated in such forward-looking statements include, but are not limited to: political and economic conditions; industry competition; price fluctuations for oil and natural gas and related products and services; the availability of future debt and equity financing; changes in laws or regulations, including taxation and environmental regulations which may adversely impact the Company; extreme or unsettled weather patterns and fluctuations in foreign exchange or interest rates.
Readers are cautioned that the foregoing factors are not exhaustive. Additional information on these and other factors that could affect the Company's operations and financial results is included in reports filed on the Company's website. The forward-looking statements and information contained in this announcement are expressly qualified by this cautionary statement. The Company does not undertake any obligation to publicly update or revise any forward-looking statements or information, whether as a result of new information, future events or otherwise, except as may be required by applicable securities laws.
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