TIDMITH TIDMTTM
RNS Number : 8057F
Ithaca Energy PLC
09 November 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
This announcement is an advertisement for the purposes of the
Prospectus Regulation Rules of the Financial Conduct Authority
("FCA") and not a prospectus and not an offer of securities for
sale in any jurisdiction, including in or into the United States,
Australia, Canada, Japan or the Republic of South Africa.
Neither this announcement, nor anything contained herein, shall
form the basis of, or be relied upon in connection with, any offer
or commitment whatsoever in any jurisdiction. Investors should not
subscribe for or purchase any shares referred to in this
announcement except solely on the basis of the information
contained in the prospectus in its final form (together with any
supplementary prospectus, if relevant, the "Prospectus"), including
the risk factors set out therein, expected to be published by
Ithaca Energy plc (the "Company", and together with its
subsidiaries and subsidiary undertakings the "Group" or "Ithaca
Energy") today in connection with the proposed offer of ordinary
shares in the capital of the Company (the "Ordinary Shares") and
the proposed admission of such Ordinary Shares to the premium
listing segment of the Official List of the FCA and to trading on
the main market of London Stock Exchange plc (the "London Stock
Exchange"). A copy of the Prospectus will, if published, be
available for inspection at the Company's registered office and on
the Company's website at www.ithacaenergy.com , subject to certain
access restrictions.
9 November 2022
Announcement of Offer Price
Offer Price Set at 250 pence per Ordinary Share
Following the announcement made by Ithaca Energy on 25 October
2022 of its intention to float, Ithaca Energy today announces the
successful pricing of its initial public offering (the "IPO" or the
"Offer") at 250 pence per Ordinary Share (the "Offer Price"). Based
on the Offer Price, Ithaca Energy's market capitalisation will be
approximately GBP2.5 billion ($2.9 billion) at the commencement of
conditional dealings on the main market of the London Stock
Exchange.
Gilad Myerson, Executive Chairman of Ithaca Energy said:
"I am delighted with the outcome of our IPO. We have received
great support from a high-quality selection of institutional
investors and I am excited to welcome them on board as we continue
to create value in the public markets.
Ithaca Energy has undergone a transformation over the past three
years to become one of the UK's leading independent oil and gas
companies and I am very excited for what lies ahead as we continue
our journey in the public markets."
Offer Highlights
-- The Offer Price has been set at 250 pence per Ordinary Share.
-- Ithaca Energy's total market capitalisation at the
commencement of conditional dealings on the main market of London
Stock Exchange will be approximately GBP2.5 billion ($2.9 billion)
based on the Offer Price.
-- The Offer comprises 105,000,000 new Ordinary Shares being
sold by the Company. This equates to a total offer size of GBP262.5
million ($303.6 million) and represents approximately 10.4 per cent
of Ithaca Energy's issued share capital on Admission. The Company
will retain no net proceeds from the Offer, with all net proceeds
ultimately being received by Delek Group Ltd ("Delek").
-- In addition, a further 15,000,000 Ordinary Shares in the
Company are being made available by DKL Energy Limited ("DKL
Energy"), the Company's immediate shareholder and an entity
ultimately owned by Delek, pursuant to the over-allotment option,
which, if exercised in full, would increase the number of shares in
public hands to 120,000,000 Ordinary Shares in total and
approximately 11.9 per cent of Ithaca Energy's issued share
capital.
-- Immediately following Admission, the Company's issued share
capital will be 1,005,162,217 Ordinary Shares.
-- The Prospectus, including full details of the Offer, will be
submitted for approval with the FCA and is expected to be published
later today. A copy of the Prospectus, following publication, will
be available on the Company's website at ( www.ithacaenergy.com ),
subject to certain access restrictions.
Admission and Dealings
-- Conditional dealings in the Ordinary Shares are expected to
commence on the London Stock Exchange at 8:00 a.m. (London time) on
9 November 2022 under the ticker "ITH". Investors should note that
only those who applied for and were allocated Ordinary Shares in
the Offer will be able to deal in the Ordinary Shares on a
conditional basis.
-- Admission to the premium listing segment of the Official List
of the FCA and to trading on the Main Market for listed securities
of the London Stock Exchange, and the commencement of unconditional
dealings is expected to take place at 8.00 a.m. (London time) on 14
November 2022.
Further Information:
-- The Company, its Directors and DKL Energy have agreed to
lock-up arrangements restricting the disposal of Ordinary Shares
for a period of time following Admission. The Company and DKL
Energy will be subject to a 180 day lock-up from the date of
Admission. The Directors will be subject to a 360 day lock-up from
the date of Admission. The lock-up restrictions are subject to
certain customary exceptions and may otherwise only be waived with
the prior written consent of the Joint Global Coordinators.
-- It is expected that, subject to Admission and other
conditions being met, the Company will in due course be considered
eligible for inclusion in the FTSE UK Index Series.
Capitalised terms used in this announcement have the meaning
given to them in the Company's announcements dated 18 October and
25 October 2022, unless the context requires otherwise.
Enquiries
Ithaca Energy
Kathryn Reid - Head of Corporate Affairs & kathryn.reid@ithacaenergy.com
Communications
+44 (0)203 727
FTI Consulting - PR Advisers to Ithaca Energy 1000
Ben Brewerton / Nick Hennis ithaca@fticonsulting.com
Joint Global Co-ordinators, Joint Bookrunners
and Joint Sponsors
+44 (0)207 774
Goldman Sachs International 1000
Jonathan Penkin / Bertie Whitehead / Clemens
Tripp / Adam Laikin
+44 (0)207 425
Morgan Stanley 8000
Michael O'Dwyer / Dafna Kantor / Angus Millar
/ Alex Smart
Joint Bookrunners
+44 (0)207 628
BofA Securities 1000
+44 (0)207 991
HSBC 8888
+44 (0)207 029
Jefferies 8000
Co-Lead Manager
+44 0(207) 767
ING 1000
Important Legal Information
This announcement has been prepared by, and is the sole
responsibility of, Ithaca Energy plc and has been approved by
Goldman Sachs International solely for the purposes of section 21
of the Financial Services and Markets Act 2000 of the United
Kingdom ("FSMA"). Goldman Sachs International is acting for Ithaca
Energy plc and no-one else and will not be responsible for
providing the protections afforded to clients of Goldman Sachs
International or for providing advice in relation to the proposed
offer to any other person. Goldman Sachs International can be
contacted at Plumtree Court, 25 Shoe Lane, London, EC4A 4AU, United
Kingdom.
The information contained in this announcement is for background
purposes only and does not purport to be full or complete. No
reliance may be placed by any person for any purpose on the
information contained in this announcement or its accuracy,
fairness or completeness. The Group may decide not to proceed with
the possible IPO and there is, therefore, no guarantee that a
Prospectus will be published, the Offer will be made or Admission
will occur.
This announcement is not for publication or distribution,
directly or indirectly, in or into the United States (including its
territories and possessions, any State of the United States and the
District of Columbia (" United States ")), Australia, Canada, the
Republic of South Africa, Japan or any other jurisdiction where to
do so would constitute a violation of the relevant laws of such
jurisdiction. The distribution of this announcement may be
restricted by law in certain jurisdictions and persons into whose
possession any 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. Neither this announcement, nor anything contained in
the Registration Document constitutes a prospectus, and shall not
form the basis of or constitute any offer or invitation to sell or
issue, or any invitation or solicitation of any offer to buy,
purchase or subscribe for any Ordinary Shares or any other
securities to any person in any jurisdiction to whom or in which
such offer or solicitation is unlawful, including the United
States, Australia, Canada, the Republic of South Africa or Japan,
nor shall it (or any part of it) or the fact of its distribution,
form the basis of, or be relied on
in connection with, any contract or commitment therefore.
The Ordinary Shares have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the " Securities
Act "), or with any securities regulatory authority of any state or
other jurisdiction of the United States. The Ordinary Shares may
not be offered or sold or otherwise transferred in the United
States, except to qualified institutional buyers as defined in, and
pursuant to, Rule 144A under the Securities Act or pursuant to
another applicable exemption from or in a transaction not subject
to the registration requirements of the Securities Act and in
compliance with any applicable securities laws of any state or
other jurisdiction of the United States. There will be no public
offering of the securities in the United States.
This announcement is only addressed to and directed at: (a) if
in member states of the European Economic Area (the " EEA "),
persons who are "qualified investors" within the meaning of Article
2(e) of the Prospectus Regulation (EU) 2017/1129 (as amended) ("
Qualified Investors "); and (b) if in the United Kingdom, persons
who are (a) both "qualified investors" within the meaning of the UK
version of the EU Prospectus Regulation (2017/1129/ EU) which is
part of UK law by virtue of the European Union (Withdrawal) Act
2018 (the " UK Prospectus Regulation ") and either (i) persons 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 are high net worth entities falling within Article
49(2)(a) to (d) of the Order; or (b) other persons to whom it may
otherwise lawfully be communicated (all such persons under (a) and
(b) together being referred to as " relevant persons "). Any
investment or investment activity to which this announcement
relates will be available in the United Kingdom only to relevant
persons and to Qualified Investors in any member state of the EEA
and will be engaged in only with such persons.
This announcement may include 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 "believes", "estimates", "plans",
"projects", "anticipates", "expects", "intends", "may", "will" or
"should" or, in each case, their negative or other variations or
comparable terminology, or by discussions of strategy, plans,
targets, objectives, goals, future events or intentions.
Forward-looking statements may and often do differ materially from
actual results. These statements reflect beliefs of the Directors
(including based on their expectations arising from pursuit of the
Group's strategy) as well as assumptions made by the Directors and
information currently available to the Group. Although the
Directors consider that these beliefs and assumptions are
reasonable, by their nature, forward-looking statements involve
various assumptions and beliefs, known and unknown risks,
uncertainties, and estimates, including, among other things,
assumptions with respect to production, drilling, construction and
maintenance times, well completion times, risks associated with
operations, future capital and operating expenditures, financing
activities, continued availability of financing for future capital
expenditures, future acquisitions and divestments and cash flow,
required regulatory, partner and other third party approvals and
other factors which are beyond the Company's control and which may
cause actual results or performance to differ materially from those
expressed or implied from such forward-looking statements, whether
as a result of new information, future events or results or
otherwise. Past performance cannot be relied upon as a guide to
future performance and should not be taken as a representation that
trends or activities underlying past performance will continue in
the future. Forward-looking statements speak only as at the date
they are made. No representation is made or will be made that any
forward-looking statements will come to pass or prove to be
correct.
In light of these risks, uncertainties and assumptions, the
events in the forward-looking statements may not occur or the
Company's actual results, performance or achievements might be
materially different from the expected results, performance or
achievements expressed or implied by such forward-looking
statements. Each of the Company, Goldman Sachs International,
Morgan Stanley, BofA Securities, HSBC, Jefferies, ING (together the
" Banks ") and their respective affiliates as defined under Rule
501(b) of Regulation D of the Securities Act (" affiliates "),
directors, officers, employees, advisers and agents, expressly
disclaims any obligation or undertaking to update, review or revise
any forward looking statement or any other information contained in
this announcement whether as a result of new information, future
developments or otherwise.
Any subscription or purchase of Ordinary Shares in the IPO
should be made solely on the basis of information contained in the
Prospectus which may be issued by the Company in connection with
the IPO. The information in this announcement is subject to change.
Before subscribing for or purchasing any Ordinary Shares, persons
viewing this announcement should ensure that they fully understand
and accept the risks which will be set out in the Prospectus if
published. No reliance may be placed for any purpose on the
information contained in this announcement or its accuracy or
completeness. Neither this announcement, nor anything contained in
the Registration Document, shall constitute, or form part of, any
offer or invitation to sell or issue, or any solicitation of any
offer to buy, whether by subscription or purchase, any Ordinary
Shares or any other securities, nor shall it (or any part of it),
or the fact of its distribution, form the basis of, or be relied on
in connection with, or act as any inducement to enter into, any
contract or commitment whatsoever.
The Group may decide not to go ahead with the IPO and there is
therefore no guarantee that a Prospectus will be published, the
Offer will be made or Admission will occur. Potential investors
should not base their financial decision on this announcement.
Acquiring investments to which this announcement relates may expose
an investor to a significant risk of losing all of the amount
invested. Persons considering making investments should consult an
authorised person specialising in advising on such investments.
Neither this announcement, nor the Registration Document,
constitutes a recommendation concerning a possible offer. The value
of shares can decrease as well as increase. Potential investors
should consult a professional adviser as to the suitability of a
possible offer for the person concerned.
Nothing contained herein constitutes or should be construed as
(i) investment, tax, financial, accounting or legal advice; or (ii)
a representation that any investment or strategy is suitable or
appropriate to your individual circumstances; or (iii) a personal
recommendation to you.
Each of Goldman Sachs International, Morgan Stanley, BofA
Securities and HSBC is authorised by the Prudential Regulatory
Authority and regulated by the FCA in the United Kingdom. Jefferies
International Limited is authorised and regulated by the FCA in the
United Kingdom and Jefferies GmbH is authorised and regulated by
Bundesanstalt für Finanzdienstleistungsaufsicht. ING is directly
supervised by the European Central Bank as part of the Single
Supervisory Mechanism and regulated by De Nederlandsche Bank and
the Dutch Autoriteit Financiële Markten. Each of the Banks is
acting exclusively for the Company and no one else in connection
with the IPO and will not regard any other person as a client in
relation to the IPO and will not be responsible to anyone other
than the Company for providing the protections afforded to its
clients or for the giving of advice in relation to the IPO or any
transaction, matter, or arrangement referred to in this
announcement. Apart from the responsibilities and liabilities, if
any, which may be imposed on the Banks by FSMA or the regulatory
regime established thereunder, or under the regulatory regime of
any jurisdiction where the exclusion of liability under the
relevant regulatory regime would be illegal, void or unenforceable,
none of the Banks, nor any of their respective affiliates or any of
their or their respective affiliates' directors, personally liable
partners, officers, employees, advisers or agents accept any
responsibility or liability whatsoever for, or make 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 the Ithaca Energy plc, the
Group or its 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 the
announcement or its contents or otherwise arising in connection
therewith. The Banks and each of their respective affiliates,
directors, personally liable partners, officers, employees,
advisers or agents each accordingly disclaim all and any liability
whether arising in tort, contract or otherwise (save as referred to
above) which they might otherwise have in respect of this document
or any such statement. No representation or warranty express or
implied, is made by the Banks or any of their respective
affiliates, directors, personally liable partners, officers,
employees, advisers or agents accepts as to the accuracy,
completeness, verification or sufficiency of the information set
out in this announcement.
In connection with the Offer, Goldman Sachs International, as
Stabilising Manager, may (but will be under no obligation to), to
the extent permitted by applicable law, over-allot Ordinary Shares
up to a maximum of 15,000,000 Ordinary Shares (prior to any
exercise of the Over-allotment Option (as defined below)) or effect
other transactions with a view to supporting the market price of
the Ordinary Shares at a level higher than that which might
otherwise prevail in the open market for a period of no more than
30 calendar days after the date of commencement of conditional
dealings of the shares on the London Stock Exchange. Such
transactions may be effected on the London Stock Exchange, in the
over-the-counter markets or otherwise. There is no obligation on
the Stabilising Manager to undertake stabilisation transactions.
Such transactions, if commenced, may be discontinued at any time
without prior notice and must be brought to an end no later than 30
calendar days after the date of commencement of conditional
dealings of the Ordinary Shares on the London Stock Exchange (the "
Stabilisation Period "). In no event will measures be taken to
stabilise the market price of the Ordinary Shares above the Offer
Price. Save as required by law, the Stabilising Manager does not
intend to disclose the extent of any stabilisation transactions
under the Offer.
For the purposes of allowing the Stabilising Manager to cover
short positions resulting from any such over-allocations and/or
from sales of Ordinary Shares effected by it during the
Stabilisation Period, it is expected that certain shareholders of
the Company will grant to the Stabilising Manager the
over-allotment option (the " Over-allotment Option "), pursuant to
which the Stabilising Manager may purchase or procure purchasers
for up to a maximum of 15,000,000 Ordinary Shares (the "
Over-allotment Shares ") at the Offer Price. The Over-allotment
Option shall be exercisable in whole or in part, upon notice by the
Stabilising Manager, at any time on or before the 30th calendar day
after the commencement of conditional dealings in the Ordinary
Shares on the London Stock Exchange. Any Over-allotment Shares made
available pursuant to the Over-allotment Option will rank pari
passu in all respects with the Ordinary Shares, including for all
dividends and other distributions declared, made or paid on the
Ordinary Shares, will be purchased on the same terms and conditions
as the Ordinary Shares in the Offer and will form a single class
for all purposes with the other Ordinary Shares.
Unless otherwise indicated, market, industry and competitive
position data are estimates (and accordingly, approximate) and
should be treated with caution. Such information has not been
audited or independently verified, nor has the Group ascertained
the underlying economic assumptions relied upon therein. Certain
data in this announcement, including financial, statistical and
operating information has been rounded. As a result, the totals of
data presented in this announcement may vary slightly from the
actual arithmetic totals of such data. Percentages in tables may
have been rounded and accordingly may not add up to 100%.
For the avoidance of doubt, the contents of the Group's websites
are not incorporated by reference into, and do not form part of,
this announcement.
Information for 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 Rules "), and
disclaiming all and any liability, whether arising in tort,
contract or otherwise, which any "manufacturer" (for the purposes
of the UK Product Governance Rules) may otherwise have with respect
thereto, the Ordinary Shares have been subject to a product
approval process which has determined that the Ordinary Shares are:
(i) compatible with an end target market of retail investors and
investors who meet the criteria of professional clients as defined
in Regulation (EU) No 600/2014 as it forms part of domestic law by
virtue of the EUWA and eligible counterparties as defined in the
FCA Handbook Conduct of Business Sourcebook (" COBS "); and (ii)
eligible for distribution through all permitted distribution
channels (the " UK Target Market Assessment "). Notwithstanding the
UK Target Market Assessment, distributors should note that: the
price of the Ordinary Shares may decline and investors could lose
all or part of their investment; the Ordinary Shares offer no
guaranteed income and no capital protection; and an investment in
the Ordinary 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 UK Target Market Assessment
is without prejudice to the requirements of any contractual, legal
or regulatory selling restrictions in relation to the Global
Offering. Furthermore, it is noted that, notwithstanding the UK
Target Market Assessment, the Underwriters will only procure
investors who meet the criteria of professional clients and
eligible counterparties.
For the avoidance of doubt, the UK Target Market Assessment does
not constitute: (a) an assessment of suitability or appropriateness
for the purposes of Chapter 9A or 10A respectively of COBS; 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 Ordinary Shares.
Each distributor is responsible for undertaking its own target
market assessment in respect of the Ordinary Shares and determining
appropriate distribution channels.
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END
STRFIFVRLTLAIIF
(END) Dow Jones Newswires
November 09, 2022 02:00 ET (07:00 GMT)
Ithaca Energy (LSE:ITH)
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