자본 감소
월 11 2024
i3 에너지 PLC
("i3", "i3 Energy" 또는 "회사")
자본 감소
i3 Energy plc (AIM:I3E) (TSX:ITE), an independent oil and gas company with assets and operations in the UK and Canada, announces that a Notice of General Meeting (the "회보") will be posted to Shareholders on 25 March 2024. The Circular will contain details of a proposed normal course reduction of capital (the "자본감소"), 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 UK in order to satisfy the requirements applicable to the Company under Canadian securities laws. This Capital Reduction process is not required to facilitate the payment of the next quarterly dividend.
총회 공지, as determined by the Companies Act 2006 in the UK (considered a 특별회의 공지 for the purposes of Canadian securities laws, as determined in accordance with National Instrument 54-101 - Communication with Beneficial Owners of Securities of a Reporting Issuer) ("NI 54-101").
The Circular will be available on the Company's website at https://i3.energy on the anticipated date of posting, 25 March 2024, and will be mailed to UK shareholders where it has been requested and to Canadian shareholders in accordance with applicable Canadian securities laws. The Circular will also be filed under the Company's profile on SEDAR+ at www.sedarplus.ca.
The General Meeting ("지엠") 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 15 April 2024. The General Meeting will be a "special meeting" for the purposes of NI 54-101.
Shareholders are strongly encouraged to appoint the Chair of the meeting as their proxy for the GM. This will ensure that your vote will be counted even if attendance at the GM is restricted, or you are unable to attend. Shareholders should refer to the Circular for detailed instructions as to how they may submit their proxy for the GM.
The results of the votes on the resolution proposed at the GM will be announced as soon as practicable after the conclusion of the GM and will be available on the Company's website.
제안된 자본 감소
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 UK company to make distributions is restricted by the sufficiency of distributable reserves. The Board considers that it is to the benefit of shareholders that the significant value in the Company and its subsidiary undertakings (the "Group") is reflected in the parent company balance sheet and is represented by distributable profits to facilitate a sustainable dividend policy.
The Company has transitioned to UK-adopted international accounting standards ("UK-IFRS") in its parent company accounts for the year ended 31 December 2023, which is the same reporting framework applied in the consolidated Group accounts. Under the transitional provisions of UK-IFRS the Company has restated its investment in i3 Canada to fair value as at the date of transition, and this remeasurement has given rise to a reserve in equity, being the Transition Reserve. The Transition Reserve is an unrealised profit and, as such, does not form part of the Company's distributable reserves.
The adoption of UK-IFRS in the parent entity accounts has no impact on the consolidated financial statements of the Group.
It is therefore proposed that:
a. the amount standing to the credit of the Transition Reserve of £148,517,000 is capitalised by way of a bonus issue of newly created capital reduction shares with a nominal value of £0.0001 and share premium of £0.1234 for each share;
b. the newly created capital reduction shares are cancelled by way of a Court-approved reduction of capital; and
c. £148,396,755, being the amount standing to the credit of the Company's share premium account following the capital reduction bonus issue, is cancelled.
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 GM, it will be subject to the scrutiny of, and confirmation by, the High-Court of England and Wales (the "법정") 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 Court, is expected to take effect later this year.
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 GM will be provided in the Circular.
노트
1. All times shown are London times unless otherwise stated.
문의 :
i3 에너지 PLC 마지드 샤피크 (CEO) | c/o 카마르코 전화 : + 44 (0) 203 757 4980 |
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WH Ireland Limited(노매드 및 조인트 Broker) 제임스 조이스, 다르샨 파텔 |
전화 : + 44 (0) 207 220 1666 |
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테니슨증권(공동 Broker) 피터 크렌스 |
전화 : + 44 (0) 207 186 9030 |
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Stifel Nicolaus Europe Limited(공동 Broker) 애쉬튼 클랜필드, 칼럼 스튜어트 |
전화 : + 44 (0) 20 7710 7600 |
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카마르코 앤드류 터너, 바이올렛 윌슨, 샘 모리스 |
전화 : + 44 (0) 203 757 4980 |
편집자 참고 사항 :
i3 Energy는 캐나다에서 가장 생산적인 탄화수소 지역인 서부 캐나다 퇴적물 분지와 북해의 평가 자산에 저비용으로 다양하고 성장하는 생산 기반을 보유하고 있는 석유 및 가스 회사입니다.
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.
i3는 책임 있는 기업 관행과 환경에 전념하고 있으며, 강력한 환경, 사회 및 거버넌스("ESG") 관행을 준수하는 데 높은 가치를 두고 있습니다. i3는 환경, 사람, 자본 관리에 대한 책임 있는 관리인으로서 지금까지의 성과를 자랑스럽게 생각합니다. 회사는 이러한 혜택이 규제 요구 사항을 넘어서기 때문에 장기적인 가치 창출에 더 광범위한 영향을 미치는 ESG 전략을 유지하기 위해 최선을 다하고 있습니다.
i3 Energy는 런던 증권 거래소의 AIM 시장에 I3E 기호로, 토론토 증권 거래소에 ITE 기호로 상장되어 있습니다. i3 Energy에 대한 자세한 내용을 보려면 다음 사이트를 방문하세요. https://i3.energy/.
이 발표는 개정된 유럽 연합(철회)법 7("MAR")에 따라 영국 법률의 일부인 규정(EU) No 596/2014의 영국 버전 2018조의 목적을 위한 내부 정보를 포함합니다. 규제 정보 서비스를 통해 이 발표가 게시되면 이 내부 정보는 이제 공개 도메인에 있는 것으로 간주됩니다.
미래 예측 정보에 관한주의 사항
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 GM;
? the anticipated benefits of the Capital Reduction;
? expectations regarding proceedings before the Court in respect of the Capital Reduction, including the timing of any required approvals; and
? the Company's expectations regarding its ability to create and 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).
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.
RNS는 귀하의 IP 주소를 사용하여 약관 준수 여부를 확인하고, 귀하가 이 커뮤니케이션에 포함된 정보를 사용하는 방식을 분석하고, 그러한 분석을 익명으로 다른 사람과 상용 서비스의 일부로 공유할 수 있습니다. RNS와 런던 증권 거래소가 귀하가 제공한 개인 데이터를 사용하는 방법에 대한 자세한 내용은 개인 정보 보호 정책을 참조하십시오.