Access to this area of the website may be restricted under securities laws or regulations in certain jurisdictions. This notice requires you to confirm certain matters (including that you are not resident in such a jurisdiction), before you may obtain access to the information on this area of the website. These materials are not directed at or to be accessed by persons resident in any jurisdiction where to do so would constitute a violation of the relevant laws or regulations of that jurisdiction or would result in a requirement of Gran Tierra Energy Inc to comply with any consent or any registration, filing or other formality which Gran Tierra Energy Inc regards as unduly onerous.
Proposed offer for i3 Energy plc (“i3 Energy“) by Gran Tierra Energy Inc (“Gran Tierra”) (the “Offer“)
Access to the website
You are attempting to enter the part of the website that is designated for the publication of documents and information in connection with the Offer.
If you would like to view this part of the website, please read this notice carefully. This notice applies to all persons who view this part of the website and, depending on where you are located, may affect your rights or responsibilities. Gran Tierra reserves the right to amend or update this notice at any time and you should, therefore, read it in full each time you visit the site. In addition, the contents of this part of the website may be amended at any time, in whole or in part, at the sole discretion of Gran Tierra.
This part of the website contains electronic versions of materials relating to the Offer. The materials you are seeking to access are made available by Gran Tierra in good faith and for information purposes only and are subject to the terms and conditions set out below. Any person seeking to access this part of the website represents and warrants to Gran Tierra that they are doing so for information purposes only.
To allow you to view information about the Offer, you must read this notice and then click “I AGREE”. If you are unable to agree, you should click “I DISAGREE” and you will not be able to view information about the Offer.
Nothing on this part of the website, nor anything which can be downloaded from it, constitutes an offer for sale, an offer to acquire or subscription or any solicitation for any offer to purchase, acquire or subscribe for any securities (or solicitation of any votes attaching to securities which are the subject of the Offer) in any jurisdiction in which such offer, acquisition or solicitation is unlawful.
The Offer will be made solely by means of a scheme document or offer document which will contain the full terms and conditions of the Offer, including details on how it may be accepted. Any decision made in relation to the Offer should be made solely on the basis of the information provided in any such document.
Overseas jurisdictions
Viewing the materials you are seeking to access may be restricted under securities laws in certain jurisdictions. All persons resident outside of the United Kingdom who wish to view this part of the website must first satisfy themselves that they are not subject to any local requirements which prohibit or restrict them from doing so or would result in a requirement of Gran Tierra to comply with any consent or any registration or filing or other formality which Gran Tierra regards as unduly onerous and should inform themselves about, and observe, any applicable legal or regulatory requirements applicable in their jurisdiction.
These materials are not directed at or accessible by persons resident in any jurisdiction if to do so would constitute a violation of the relevant laws or regulations of that jurisdiction.
You should not download, mail, forward, distribute, send or share the information or documents contained on this part of the website to any person. In particular, you should not mail, forward, distribute or send the information or documents contained therein to any jurisdiction where it would be unlawful to do so.
This part of the website contains information that has been prepared for the purposes of complying with English law and the UK Takeover Code (the “Code“) and the information disclosed may not be the same as that which would have been disclosed if this information had been prepared in accordance with the laws and regulations of any jurisdiction outside England, including (without limitation) the United States and Canada.
Notice to US Shareholders
The Offer relates to the securities of an English company with a listing on the AIM market of the London Stock Exchange and the Toronto Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the proxy solicitation or tender offer rules under the US Exchange Act of 1934, as amended (The “US Exchange Act“). Accordingly, the Offer is subject to the procedural and disclosure requirements, rules and practices applicable to schemes of arrangement involving a target company incorporated in England and listed on the London Stock Exchange, which differ from the requirements of US proxy solicitation or tender offer rules.
If, in the future, Gran Tierra elects, with the consent of the UK Takeover Panel, to implement the Offer by means of a takeover offer and determines to extend such takeover offer into the United States, such takeover offer will be made in compliance with all applicable laws and regulations, including, without limitation, to the extent applicable, Section 14(e) of the US Exchange Act and Regulation 14E thereunder. In addition to any such takeover offer, Gran Tierra, certain affiliated companies and [the][their designated] nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in i3 Energy outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside the United States and would comply with applicable law, including the US Exchange Act. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the UK Financial Conduct Authority and will be available on the London Stock Exchange website: www.londonstockexchange.com.
Any new Gran Tierra shares to be issued in connection with the Offer have not been and will not be registered under the US Securities Act of 1933, as amended (the “US Securities Act“), or under the securities laws of any state or other jurisdiction of the United States. Accordingly, such shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from the United States absent registration under the US Securities Act or an exemption therefrom and in compliance with the securities laws of any state or other jurisdiction of the United States. If the Offer is implemented by way of a scheme of arrangement, any new Gran Tierra shares to be issued in connection with the Offer are expected to be issued in reliance upon the exemption from the registration requirements of the US Securities Act provided by section 3(a)(10) thereof.
If, in the future, Gran Tierra elects, with the consent of the UK Takeover Panel, to implement the Offer by means of a takeover offer or otherwise in a manner that is not exempt from the registration requirements of the U.S. Securities Act, it will file a registration statement with the US Securities and Exchange Commission (the “SEC“) that will contain a prospectus with respect to the issuance of the new Gran Tierra shares. In this event, i3 Energy shareholders are urged to read these documents and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information, and such documents will be available free of charge at the SEC’s website at www.sec.gov or by directing a request to [Bidder’s] investor relations team [identified above].
Notice to Canadian Shareholders
The Offer relates to the securities of an English company with a listing on the AIM market of the London Stock Exchange and the Toronto Stock Exchange and is proposed to be implemented pursuant to a scheme of arrangement provided for under the laws of England and Wales. A transaction effected by means of a scheme of arrangement is not subject to the provisions of Canadian provincial securities laws applicable to take-over bids (“Canadian Take-Over Bid Rules”). Accordingly, the Offer is subject to the procedural and disclosure requirements, rules and practices applicable to schemes of arrangement involving a target company incorporated in England and listed on the London Stock Exchange and the Toronto Stock Exchange, which differ in certain areas from the requirements of the provincial securities laws of Canada.
If, in the future, Gran Tierra elects, with the consent of the UK Takeover Panel, to implement the Offer by means of a takeover offer and determines to extend such takeover offer into the provinces of Canada, such takeover offer will be made in compliance with all applicable laws and regulations, including, without limitation, to the extent applicable, the Canadian Take-Over Bid Rules. In addition to any such takeover offer, Gran Tierra, certain affiliated companies and the nominees or brokers (acting as agents) may make certain purchases of, or arrangements to purchase, shares in i3 Energy outside such takeover offer during the period in which such takeover offer would remain open for acceptance. If such purchases or arrangements to purchase were to be made, they would be made outside of Canada and would comply with applicable law, including the provincial securities laws of Canada. Any information about such purchases will be disclosed as required in the United Kingdom, will be reported to a Regulatory Information Service of the UK Financial Conduct Authority and will be available on the London Stock Exchange website: www.londonstockexchange.com.
Any new Gran Tierra shares to be issued in connection with the Offer have not been and will not be qualified for distribution under the provincial securities laws of Canada. Accordingly, such shares may not be offered, sold, resold, delivered, distributed or otherwise transferred, directly or indirectly, in or into or from Canada absent a qualification for distribution or an exemption from the prospectus requirements and in compliance with the provincial securities laws of Canada. If the Offer is implemented by way of a scheme of arrangement, any new Gran Tierra shares to be issued in connection with the Offer are expected to be issued in reliance upon the prospectus exemption provided by 2.11 or Section 2.16 of National Instrument 45-106 – Prospectus Exemptions and in compliance with the provincial securities laws of Canada.
The receipt of consideration pursuant to the Offer by a Canadian holder as consideration for the transfer of its shares of i3 Energy may be a taxable transaction for Canadian federal income tax purposes and under applicable Canadian provincial income tax laws, as well as foreign and other tax laws. Each i3 Energy shareholder is urged to consult their independent professional adviser immediately regarding the tax consequences of the Offer applicable to them.
i3 Energy is located in a country other than Canada, and some or all of its officers and directors may be residents of a country other than Canada. It may be difficult for Canadian holders of i3 Energy shares to enforce judgments obtained in Canada against any person that is incorporated, continued or otherwise organised under the laws of a foreign jurisdiction or resides outside of Canada, even if the party has appointed an agent for service of process.
Cautionary Note Regarding Forward-Looking Statements
The materials on this part of the website, including information included or incorporated by reference, may contain certain forward-looking statements with respect to the financial condition, results of operations and business of, Gran Tierra and/or i3 Energy. These statements are based on the current expectation of the management of Gran Tierra and are naturally subject to uncertainty and changes in circumstances. These forward-looking statements may be identified by words such as “will”, “may”, “should”, “could”, “would”, “can”, “believes”, “intends”, “expects”, “indicates”, “anticipates” or similar words or terms or by discussions of, inter alia, strategies, goals or plans. Forward-looking statements include statements relating to the following: (i) future capital expenditures, expenses, revenues, earnings, synergies, economic performance, indebtedness, financial condition, dividend policy, losses and future prospects; (ii) business and management strategies and the expansion and growth of Gran Tierra’s or i3 Energy’s operations and potential synergies resulting from the Offer; and (iii) the effects of government regulation on Gran Tierra’s or i3 Energy’s business.
By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend on circumstances that may or may not occur in the future. There are several factors which could cause actual results to differ materially from those expressed or implied in forward-looking statements. Among the factors that could cause actual results to differ materially from those described in the forward-looking statements are changes in the global, political, economic, business, competitive, market and regulatory forces, future exchange and interest rates, changes in tax rates and future business combinations or dispositions. Due to such uncertainties, Although Gran Tierra believes these forward looking statements to be reasonable, Gran Tierra cannot give any assurance that any forward-looking statement will prove to be correct in the future. Actual results may vary from the forward-looking statements. Gran Tierra does not undertake any obligation to update or publicly revise forward-looking statements (whether as a result of new information, future events or otherwise), except to the extent required by applicable law or regulation. You are therefore cautioned not to place undue reliance on these forward-looking statements.
Responsibility
In relation to any Offer-related materials accessible on this area of the website please note any statement of responsibility contained therein.
The documents included in this part of the website issued or published by Gran Tierra speak only at the specified date of the relevant document and Gran Tierra has, and accepts, no responsibility or duty to update or revise such documents.
In relation to any such announcements or other Offer-related materials issued or published by i3 Energy, or which relate to i3 Energy and its group, that are accessible on this website, the only responsibility accepted by Gran Tierra and its directors is for the correctness and fairness of its reproduction.
Neither the directors of Gran Tierra, nor i3 Energy nor any of its affiliated companies, have reviewed, and no such person is or shall be responsible for or accepts any liability in respect of, any information contained on any other website which may be linked to or from this part of the website.
Confirmation of understanding and acceptance
- I have read and understood the notice set out above and I agree to be bound by its terms.
- I am not (nor do I act on behalf of someone who is) resident in any country that renders the accessing of the materials on this website or parts of it illegal.
- I will not print, download, or otherwise seek to copy, mail, forward, distribute or send any of the materials on this part of the website to any other person at any time.
- I represent and warrant to Gran Tierra that I intend to access this part of the website for information purposes only.
If you are not able to give these confirmations, you should click on DISAGREE below.