Update on Regulatory Conditions for the Acquisition of i3 Energy Plc
Recommended and Final Cash and Share Acquisition
of
i3 Energy Plc ("i3 Energy")
by
Gran Tierra Energy Inc. ("Gran Tierra")
to be carried out through a scheme of arrangement
under Part 26 of the Companies Act 2006.
Gran Tierra Energy Inc. and i3 Energy are pleased to share updates on their acquisition process. On August 19, 2024, the boards of directors for both companies publicly confirmed their agreement on the terms of a final cash and share offer for the entire issued share capital of i3 Energy. This acquisition is expected to proceed via a Court-sanctioned scheme of arrangement that will involve i3 Energy and its shareholders.
A major milestone has been reached, as Gran Tierra has successfully obtained the advance ruling certificate for the acquisition under the Competition Act (Canada). This achievement fulfills one of the essential conditions specified in Appendix 1 of the official announcement regarding the acquisition.
However, despite this positive progress, the acquisition is still contingent on several other conditions. These include the approval of the scheme by i3 Energy shareholders, court sanctioning of the scheme, and compliance with specific regulatory conditions related to minority shareholder protections and approvals from the Toronto Stock Exchange (TSX).
The detailed terms and conditions of this acquisition will be provided in a Scheme Document, which, along with proxy forms and election papers, is expected to be published within 28 days of the announcement, unless otherwise agreed upon by Gran Tierra and i3 Energy with the regulatory panel's consent.
Enquiries
Gran Tierra Energy Inc.
Contact: Gary Guidry, Ryan Ellson
Phone: +1 (403) 265 3221
i3 Energy Plc
Contact: Majid Shafiq (CEO)
Contact: c/o Camarco
Phone: +44 (0) 203 757 4980
Joint Financial Advisers to Gran Tierra
Stifel Nicolaus Europe Limited
Contact: Callum Stewart, Simon Mensley
Phone: +44 (0) 20 7710 7600
Eight Capital (Joint Financial Adviser to Gran Tierra)
Contact: Tony P. Loria, Matthew Halasz
Phone: +1 (587) 893 6835
Zeus Capital Limited (Financial Adviser to i3 Energy)
Contact: James Joyce, Darshan Patel, Isaac Hooper
Phone: +44 (0) 203 829 5000
Tudor, Pickering, Holt & Co. Securities (Financial Adviser to i3 Energy)
Contact: Brendan Lines
Phone: +1 (403) 705 7830
National Bank Financial Inc. (Financial Adviser to i3 Energy)
Contact: Tarek Brahim, Arun Chandrasekaran
Phone: +1 (403) 410 7749
Camarco
Contact: Andrew Turner, Violet Wilson, Sam Morris
Phone: +44 (0) 203 757 4980
No Increase Statement
Gran Tierra Energy has confirmed that the financial terms of the acquisition will remain the same unless a competing offer arises or if consent is obtained from the regulatory panel.
Important Notices
This announcement is for informational purposes only and does not constitute an offer or solicitation to purchase securities or request votes for approval in any jurisdiction. The complete terms and conditions regarding the acquisition will be provided through official offer documentation that will be accessible to the public.
Overseas shareholders are advised to adhere to any legal or regulatory obligations relevant to their jurisdictions. Gran Tierra stresses the importance of ensuring compliance with local laws in accordance with the securities regulations applicable in their respective locations.
Frequently Asked Questions
What is the current status of the acquisition of i3 Energy?
The acquisition is progressing, with recent regulatory approvals successfully obtained.
What are the next steps for shareholders?
Shareholders will soon receive formal documentation that outlines the terms and conditions of the acquisition for their review and approval.
Who can shareholders contact for more information?
Shareholders can reach out to the contacts provided, including representatives from Gran Tierra and i3 Energy.
What competitive conditions could affect the acquisition terms?
If another party presents a more attractive offer, Gran Tierra may adjust its financial terms to maintain the acquisition.
How will regulatory requirements impact the acquisition timeline?
The timeline for finalizing the acquisition will depend on meeting specific conditions and obtaining necessary approvals.
