On 19 August 2024, the boards of directors of i3 Energy and Gran Tierra announced that they had reached agreement on the terms of a recommended and final cash and share acquisition of the entire issued, and to be issued, share capital of i3 Energy (the "Acquisition"). The Acquisition is being implemented by means of a Court-sanctioned scheme of arrangement under Part 26 of the Companies Act 2006.
i3 Energy published a circular in relation to the Scheme dated 29 August 2024 (the "Scheme Document").
On 29 October 2024, i3 Energy announced that the Court had sanctioned the Scheme at the Sanction Hearing held on 29 October 2024. Furthermore, on 31 October 2024 Gran Tierra announced that the scheme had become effective and the i3 Energy shares were suspended on the AIM market at 7:30 a.m. on 31 October 2024. Trading of i3 Energy shares was halted on the TSX at market open on 30 October 2024.
Under the Scheme, Scheme Shareholders on i3 Energy's register of members at the Scheme Record Time are entitled to receive 1 New Gran Tierra Share for every 270 Scheme Shares held and 10.43 pence in cash for each Scheme Share held, subject to any adjustments to such consideration resulting from valid Elections made pursuant to the Mix and Match Facility. The deadline for receipt of valid Elections under the Mix and Match Facility was 1.00 p.m. on 22 October 2024.
Under the Mix and Match Facility, valid Elections for more New Gran Tierra Shares were received from Scheme Shareholders in respect of 5,397,705 Scheme Shares, representing approximately 0.45 per cent. of the aggregate number of Scheme Shares, and valid Elections for more cash were received from Scheme Shareholders in respect of 528,817,169 Scheme Shares, representing approximately 43.98 per cent. of the aggregate number of Scheme Shares.
The ability to satisfy Elections was dependent upon Scheme Shareholders making equal and opposite Elections.
Scheme Shareholders who made valid Elections for more New Gran Tierra Shares have had such Elections satisfied in full. In respect of the Scheme Shares for which valid Elections have been received for more New Gran Tierra Shares and which have been satisfied, Scheme Shareholders will receive 0.02042172 of a New Gran Tierra Share per Scheme Share.
Scheme Shareholders who made valid Elections for more cash have had such Elections scaled back on a pro rata basis by approximately 96.7 per cent. so that approximately 3.3 per cent. of a valid Election for more cash has been satisfied. In respect of Scheme Shares for which a valid Election has been made for more cash, Scheme Shareholders will receive 10.536460 pence in cash per Scheme Share and 0.004672 of a new Gran Tierra share per Scheme Share.
Scheme Shareholders who did not make valid Elections have not participated in the Mix and Match Facility. In respect of Scheme Shares for which no valid Elections have been made, Scheme Shareholders will receive the default consideration, being 1 New Gran Tierra Share for every 270 Scheme Shares held and 10.43 pence in cash per Scheme Share.
