i3 Energy PLC, an independent oil and gas company with assets and operations in the UK and Canada, announces that its Notice of Annual General Meeting (the "Circular") was posted to Shareholders yesterday. The Circular contains details of, among other things, a proposed reduction of capital (the "Capital Reduction").
Terms used in this announcement have the same meaning given to them in the Circular.
Notice of Annual General Meeting ("AGM")
The Circular, which was posted to Shareholders yesterday, is available on the Company's website at https://i3.energy.
The AGM 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 30 June 2023.
Shareholders are strongly encouraged to appoint the Chair of the meeting as their proxy for the AGM. This will ensure that your vote will be counted even if attendance at the AGM is restricted or you are unable to attend.
The results of the votes on the resolution proposed at the AGM will be announced as soon as practicable after the conclusion of the AGM and will be available on the Company's website.
Proposed Capital Reduction
The Board considers it highly desirable that the Company has the maximum flexibility to consider the payment of dividends and otherwise return value to Shareholders. However, the Company will be precluded from the payment of any dividends or other distributions or the redemption or buy-back of its shares in the absence of it having sufficient distributable reserves.
The Company's share premium account currently stands at approximately £51,000,000. As at 31 May 2023, the Company had retained earnings of approximately £6,000,000. It is proposed that the Company's share premium account be cancelled (the "Capital Reduction"). The proposed Capital Reduction is intended to increase retained earnings by an amount equal to the amount standing to the credit of the Company's share premium account.
The purpose of the Company's cancellation of its share premium account is to create further 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 cancellation of the Company's share premium account is approved by Shareholders at the AGM, it will be subject to the scrutiny of, and confirmation by, the High Court of England and Wales (the "High Court") which will take due account of the protection of creditors. Subject to that confirmation and registration by the Registrar of Companies in England and Wales of the order of the High Court, the Capital Reduction is expected to take effect later this year.
The Board anticipates that the cancellation of the Company's share premium account will result in the creation of further 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 the Shareholders, should the Board consider it appropriate. It should however be noted that if the Company is required to give undertakings to the High Court, this may delay the Company's ability to pay dividends and otherwise return value to Shareholders.
Following the implementation of the Capital Reduction, there will be no change in the nominal value of the Company's shares or the number of shares in issue. The Capital Reduction in itself will not involve any distribution or repayment of share premium by the Company and will not reduce the underlying net assets of the Company.
The Directors reserve the right to abandon or discontinue any application to the High 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.