TIDMITH TIDMTTM
RNS Number : 2247G
Ithaca Energy PLC
14 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.
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 (together with any supplementary
prospectus, if relevant, the "Prospectus"), including the risk
factors set out therein, published by Ithaca Energy plc (the
"Company" or "Ithaca Energy" and together with its subsidiaries and
subsidiary undertakings the "Group") on 9 November 2022 in
connection with the offer of ordinary shares in the capital of the
Company (the "Ordinary Shares") and the 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
("Admission"). A copy of the Prospectus is available for inspection
on the Company's website at www.ithacaenergy.com , subject to
certain access restrictions.
14 November 2022
Admission to Trading on the London Stock Exchange
Further to the announcement on 9 November 2022 in connection
with its initial public offering (the "Offer"), Ithaca Energy
announces that its entire issued ordinary share capital, consisting
of 1,005,162,217 ordinary shares, has today been admitted to the
premium listing segment of the Official List of the Financial
Conduct Authority and to trading on the main market of London Stock
Exchange plc under the ticker ITH.
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 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 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.
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, 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.
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
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November 14, 2022 03:05 ET (08:05 GMT)
Ithaca Energy (LSE:ITH)
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