EASTLEIGH, UK Bybrook Capital Master Fund LP, Bybrook Capital Hazelton Master Fund LP and Bybrook Capital Badminton Fund LP (together, the “Sellers“), have sold an aggregate of 60,000,000 ordinary shares (the “Placing Shares“) in i3 Energy plc (“i3” or the “Company“), at a price of 27 pence per share (the “Placing“), raising aggregate gross proceeds of £16.2 million. Stifel Nicolaus Europe Limited (“Stifel“) and Tennyson Securities, a trading name of Shard Capital Partners LLP (“Tennyson“) acted as joint bookrunners on the Placing (the “Joint Bookrunners“).
The Placing Shares represent approximately 5.3 per cent of the Company’s issued share capital and 20 per cent of the Sellers’ combined holding in i3. Following the Placing the Sellers together hold an aggregate of 234,334,943 ordinary shares in i3, representing approximately 21 per cent. of the Company’s issued share capital.
Each of the Sellers and Cairn Capital Limited (the “Investment Manager“) (acting for and on behalf of the Sellers) have agreed that they will not, for a period of 90 days following the completion of the Placing, offer, sell or otherwise transfer any residual shareholding in the Company without the consent of Stifel and Tennyson (subject to customary exceptions and waiver by the Joint Bookrunners).
|Stifel (Joint Bookrunner)
|+44 (0)20 7710 7600
|Tennyson (Joint Bookrunner)
|+44 (0) 207 186 9030
The distribution of this announcement and the offer and sale of the Placing Shares in certain jurisdictions may be restricted by law. The Placing Shares may not be offered to the public in any jurisdiction in circumstances which would require the preparation or registration of any prospectus or offering document relating to the Placing Shares in such jurisdiction. No action has been taken by any Seller, the Investment Manager, Stifel and Tennyson or any of their respective affiliates that would permit an offering of the Placing Shares or possession or distribution of this announcement or any other offering or publicity material relating to such securities in any jurisdiction where action for that purpose is required.
No prospectus or offering document has been or will be prepared in connection with the Placing. Any investment decision to buy securities in the Placing must be made solely on the basis of publicly available information. Such information is not the responsibility of and has not been independently verified by any Seller, the Investment Manager, Stifel or Tennyson or any of their respective affiliates.
This announcement is not for publication, distribution or release, directly or indirectly, in or into the United States of America (including its territories and dependencies, any State of the United States and the District of Columbia), Australia, Canada, South Africa or Japan or any other jurisdiction where such an announcement would be unlawful. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession this document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act“), and may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Neither this document nor the information contained herein constitutes or forms part of an offer to sell or the solicitation of an offer to buy securities in the United States. There will be no public offer of any securities in the United States or in any other jurisdiction.
Members of the general public are not eligible to take part in the Placing. In member states of the European Economic Area (“EEA“), this announcement and any offer if made subsequently is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) (“Qualified Investors“). In the United Kingdom, this announcement is directed exclusively at persons who are “qualified investors” within the meaning of the Prospectus Regulation (Regulation (EU) 2017/1129) as it forms part of UK law by virtue of the European Union (Withdrawal) Act 2018, as amended and supplemented, and(i) who have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (the “Order“) or (ii) who fall within Article 49(2)(A) to (D) of the Order, or (iii) to whom it may otherwise lawfully be communicated (all such persons together being referred to as “Relevant Persons“). This document is directed only at Qualified Investors in member states of the EEA and Relevant Persons in the United Kingdom and must not be acted on or relied on by persons in member states of the EEA who are not Qualified Investors and by persons in the United Kingdom who are not Relevant Persons. In the United Kingdom, any investment or investment activity to which this document relates is available only to Relevant Persons and will be engaged in only with Relevant Persons. This announcement is not an offer of securities or investments for sale nor a solicitation of an offer to buy securities or investments in any jurisdiction where such offer or solicitation would be unlawful. No action has been taken that would permit an offering of the securities or possession or distribution of this announcement in any jurisdiction where action for that purpose is required. Persons into whose possession this announcement comes are required to inform themselves about and to observe any such restrictions.
In connection with the Placing, Stifel and Tennyson and any of their respective affiliates acting as an investor for its own account may take up as a proprietary position any Placing Shares and in that capacity may retain, purchase or sell for their own account such Placing Shares and other securities of I3 or related investments in connection with the Placing or otherwise. Accordingly, references in this announcement to the Placing Shares being sold, offered, subscribed, acquired, placed or otherwise dealt in should be read as including any issue or offer to, or subscription, acquisition, placing or dealing by, any of the Joint Bookrunners and any of their affiliates acting in such capacity. In addition the Joint Bookrunners and any of their affiliates may enter into financing arrangements and swaps and contracts for differences with investors in connection with which they may from time to time acquire, hold or dispose of Placing Shares. Stifel and Tennyson do not intend to disclose the extent of any such investment or transactions otherwise than in accordance with any legal or regulatory obligation to do so.
A communication that a transaction is or that the book is “covered” (i.e. indicated demand from investors in the book equals or exceeds the amount of the securities being offered) is not any indication or assurance that the book will remain covered or that the transaction and securities will be fully distributed by the Joint Bookrunners. The Joint Bookrunners reserve the right to take up a portion of the securities in the offering as a principal position at any stage at their sole discretion, inter alia, to take account of the objectives of the seller, MiFID II requirements (or such requirements as they form part of UK law) and in accordance with allocation policies.
None of the Joint Bookrunners or any of their or their affiliates’ directors, officers, employees, advisers or agents accepts any responsibility or liability whatsoever for or makes any representation or warranty, express or implied, as to the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to any Seller, the Investment Manager, the Company or their respective subsidiaries or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of this announcement or its contents or otherwise arising in connection therewith.
Stifel is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Tennyson is authorised and regulated by the Financial Conduct Authority in the United Kingdom. Stifel and Tennyson are acting on behalf of the Sellers and the Investment Manager and no one else in connection with the Placing and will not be responsible to any other person for providing the protections afforded to any of their clients or for providing advice in relation to any offering of the Placing Shares. Stifel and Tennyson will not regard any other person as their client in relation to the Placing.
This document includes statements that are, or may be deemed to be, forward-looking statements. These forward-looking statements may be identified by the use of forward-looking terminology, including the terms “intends”, “expects”, “will”, or “may”, or, in each case, their negative or other variations or comparable terminology, or by discussions of strategy, plans, objectives, goals, future events or intentions. These forward-looking statements include all matters that are not historical facts. Any forward-looking statements are subject to risks relating to future events and assumptions relating to the Company’s business, in particular from changes in political conditions, economic conditions, evolving business strategy, or the oil and gas industry. No assurances can be given that the forward-looking statements in this document will be realised. As a result, no undue reliance should be placed on these forward-looking statements as a prediction of actual results or otherwise.
Information to Distributors
Solely for the purposes of the product governance requirements of Chapter 3 of the FCA Handbook Product Intervention and Product Governance Sourcebook (the “UK Product Governance Requirements“), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any “manufacturer” (for the purposes of the UK Product Governance Requirements) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the common shares in the Company (the “Common Shares“) are: (i) compatible with an end target market of retail investors and investors who meet the criteria of professional clients and eligible counterparties, each as defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and (ii) eligible for distribution through all permitted distribution channels (the “Target Market Assessment“). Notwithstanding the Target Market Assessment, Distributors should note that: the price of Common Shares may decline and investors could lose all or part of their investment; the Common Shares offer no guaranteed income and no capital protection; and an investment in the Common Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the Target Market Assessment, the Joint Bookrunners will only procure investors who meet the criteria of professional clients and eligible counterparties.
For the avoidance of doubt, the Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of Chapter 9A or 10A respectively of the FCA Handbook Conduct of Business Sourcebook; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Common Shares. Each Distributor is responsible for undertaking its own target market assessment in respect of the Common Shares and determining appropriate distribution channels.
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