RNS18 May 2021 10:38
i3 Energy PLC
("i3", "i3 Energy", or the "Company")
Reduction of Capital
i3 Energy PLC (AIM:I3E) (TSX:ITE), an independent oil and gas company with assets and operations in the UK and Canada, today announces that a shareholder circular (the "Circular") detailing a proposed reduction of capital (the "Capital Reduction") and a notice convening a general meeting to consider and approve the Capital Reduction, will be posted to Shareholders later today.
Terms used in this announcement have the same meaning given to them in the Circular.
Proposed Reduction of Capital
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 is generally precluded from the payment of any dividends or other distributions or the redemption or buy-back of its shares in the absence of sufficient distributable reserves.
The Company's share premium account currently stands at approximately £63 million. As at 28 February 2021, the Company had a retained earnings deficit of approximately £11 million. It is proposed that the Company's share premium account be cancelled. The proposed Capital Reduction is intended to eliminate the retained earnings deficit and create distributable reserves equal to the balance.
The purpose of the Capital Reduction is to create distributable reserves in the Company to facilitate the future consideration of 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). As the Company currently has negative distributable reserves, it is prohibited from returning money or distributing assets to its Shareholders, including by way of dividends or carrying out buy-backs of the Company's shares (if considered appropriate). The proposed cancellation of the Company's share premium account will create sufficient distributable reserves to enable such distributions or buy-backs (if considered appropriate by the Board) to be made.
If the proposed cancellation of the Company's share premium account is approved by Shareholders at the General Meeting, it will be subject to the scrutiny of, and confirmation by, the High Court, 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 High Court, is expected to take effect on or around 1 July 2021.
The Board anticipates that the cancellation of the Company's share premium account 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 doe