FOR IMMEDIATE RELEASE
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO
OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER
OF SECURITIES IN ANY JURISDICTION.
THIS IS AN ANNOUNCEMENT AND NOT A
CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS AND
PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON
THE BASIS OF ITS CONTENTS. A CIRCULAR AND PROSPECTUS IN RELATION TO
THE COMBINATION DESCRIBED IN THIS ANNOUNCEMENT WILL EACH BE
PUBLISHED IN DUE COURSE AS REQUIRED.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
27 March 2024
Ithaca
Energy plc ("Ithaca Energy" or the "Company")
Exclusivity Agreement for a potential transformational
combination with Eni S.p.A.'s UK Business
Ithaca Energy, a leading independent oil and gas
operator in the UK North Sea, today announces that
it has entered into an exclusivity agreement (the
"Exclusivity Agreement") in relation to a potential
transformational combination with substantially all of Eni S.p.A.'s
("Eni") UK upstream assets
including the recently acquired Neptune Energy assets, excluding
certain assets including Eni's CCUS and Irish sea assets (the
"Potential
Combination").
Pursuant to the Exclusivity Agreement, Eni has
granted Ithaca Energy exclusivity in respect of the assets, the
subject of the Potential Combination, for a period of 4 weeks from
the date of this announcement. Ithaca Energy and Eni have entered
into the Exclusivity Agreement to allow time to separately progress
the contractual documentation required in connection with the
Potential Combination.
Key highlights of
the Potential Combination
-
|
Eni will contribute its UK business in exchange
for the issuance of new Ithaca Energy shares to Eni, with Eni
anticipated to hold between 38% and 39% of the enlarged issued
share capital of Ithaca Energy following completion
|
-
|
Eni has a well-diversified asset
base across 4 key hubs: Elgin Franklin, J-Area, Cygnus and Seagull;
Ithaca Energy is already a partner in the Elgin Franklin and Jade
fields
|
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Eni's UK business had 2023 pro forma
production of 40-45 kboe/d and 2P reserves of c.100 mmboe as at 31
December 2023[1]
|
-
|
The Potential Combination would
represent a value-accretive opportunity for Ithaca Energy's
shareholders, supporting delivery of the Company's Buy, Build and
Boost strategy
|
-
|
The Potential Combination
would:
|
o
|
Add
significant scale and diversification to Ithaca Energy's
business: Significantly growing pro
forma production to above 100 kboe/d, creating the 2nd
largest independent operator in the UKCS by production[2]
|
o
|
Create a leading UKCS portfolio: Enhancing Ithaca Energy's status as the largest independent
operator by resource, holding stakes in 6 of the 10 largest
fields[3]
|
o
|
Enable material future growth for Ithaca Energy:
Boost near term cash flows to unlock growth from
Ithaca Energy's development projects whilst supporting shareholder
returns
|
o
|
Create a long-term strategic partnership with
Eni: Eni would become a major
shareholder in the enlarged group supportive of delivery of Ithaca
Energy's Buy, Build and Boost strategy. It is contemplated that
Ithaca Energy would have access to Eni's leading technical
expertise to drive future growth
|
Ithaca Energy anticipates that the Potential
Combination will require shareholder approval as a Class 1
transaction. Additionally, as Eni will hold between 38% and 39% of
the voting rights of Ithaca Energy at completion of the Potential
Combination, a mandatory offer would normally be required under
Rule 9 of the UK Code on Takeovers and Mergers (the "Takeover Code"). However, given that
Delek will still hold shares carrying more than 50% of the voting
rights following completion of the Potential Combination, the UK
Panel on Takeover and Mergers (the "Panel") have granted a dispensation
from Rule 9 pursuant to note 5 (b) of Rule 9 under the Takeover
Code. Accordingly, completion of the Potential Combination will not
be conditional upon and will not require approval by Ithaca
Energy's independent shareholders in relation to a Rule 9
waiver.
Although the discussions are at an advanced stage,
there can be no certainty that a Potential Combination will occur,
nor as to the final terms or timing on which a Potential
Combination might be concluded.
Further announcements will be made if and when
appropriate.
Ithaca Energy
|
|
Kathryn Reid - Head of Investor
Relations, Corporate Affairs & Communications
|
kathryn.reid@ithacaenergy.com
|
Jefferies
International (Financial Advisor to Ithaca Energy)
|
+44 (0)207
029 8000
|
Paul Wheeler / Sam Barnett / Philip
Clausen-Thue / Will Soutar
|
|
Goldman Sachs
International (Corporate Broker to Ithaca Energy)
Andrew Fry / Jonathan Penkin / Bertie Whitehead /
Adam Laikin
|
+44 (0)207
774 1000
|
FTI
Consulting (PR Advisers to Ithaca Energy)
|
+44 (0)203
727 1000
|
Ben Brewerton / Nick Hennis / Rosie
Corbett
|
ithaca@fticonsulting.com
|
|
|
The
information contained within this announcement is deemed by Ithaca
Energy to constitute inside information for the purposes of Article
7 of the Market Abuse Regulation (EU) No 596/2014
(as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018). By the publication of this
announcement via a Regulatory Information Service, this inside
information is now considered to be in the public
domain.
The person
responsible for making this announcement on behalf of Ithaca Energy
is Julie McAteer, General Counsel and Company
Secretary.
Note to
editors:
About Ithaca Energy plc
Ithaca Energy is a leading UK
independent exploration and production company focused on the UK
North Sea with a strong track record of material value creation. In
recent years, the Group has been focused on growing its portfolio
of assets through both organic investment programmes and
acquisitions and has seen a period of significant M&A driven
growth centred upon two transformational acquisitions in recent
years. Today, Ithaca Energy is one of the largest independent oil
and gas companies in the United Kingdom Continental Shelf (the
"UKCS"), ranking second by resources.
With stakes in six of the ten
largest fields in the UKCS and two of UKCS's largest
pre-development fields, and with energy security currently being a
key focus of the UK Government, the Group believes it can utilise
its significant reserves and operational capabilities to play a key
role in delivering security of domestic energy supply from the
UKCS.
Ithaca Energy serves today's needs
for domestic energy through operating sustainably. The Group
achieves this by harnessing Ithaca Energy's deep operational
expertise and innovative minds to collectively challenge the norm,
continually seeking better ways to meet evolving
demands.
Ithaca Energy's commitment to
delivering attractive and sustainable returns is supported by a
well-defined emissions-reduction strategy with a target of
achieving net zero by 2040.
Ithaca Energy plc was admitted to
trading on the London Stock Exchange (LON: ITH) on 14 November
2022.
IMPORTANT
INFORMATION
The information contained in this announcement is for
information purposes only and does not purport to be complete. The
information in this announcement is subject to change.
This announcement has been prepared in accordance
with English law, the Market Abuse Regulation and the Disclosure
Guidance and Transparency Rules and Listing Rules of the FCA and
information disclosed may not be the same as that which would have
been prepared in accordance with the laws of jurisdictions outside
England.
No person has been authorised to give any information
or make any representations to shareholders with respect to the
Combination other than the information contained in this
announcement and, if given or made, such information or
representations must not be relied upon as having been authorised
by or on behalf of Ithaca Energy, the Ithaca Energy directors, Eni
or the Eni directors, Delek or the Delek directors or any other
person involved in the Combination. None of the above take any
responsibility or liability for, and can provide no assurance as to
the reliability of, other information that you may be given.
Subject to the Market Abuse Regulation and the FCA's Disclosure
Guidance and Transparency Rules and Listing Rules, the delivery of
this announcement shall not create any implication that there has
been no change in the affairs of Ithaca Energy, Eni or Delek since
the date of this announcement or that the information in this
announcement is correct as at any time subsequent to its date.
Jefferies International Limited ("Jefferies") is authorised and regulated
in the United Kingdom by the FCA. Jefferies is acting exclusively
as Sponsor and financial adviser for Ithaca Energy and no one else
in connection with the Combination and the matters referred to in
this announcement, and will not regard any other person as a client
in relation to the Combination or this document and will not be
responsible to anyone other than Ithaca Energy for providing the
protections afforded to its clients, or for providing advice, in
relation to the Combination or this document or any other
Combination, arrangement or matter referred to in this
document. Neither Jefferies nor its parent nor any of
their subsidiaries, branches or affiliates owes or accepts any
duty, liability or responsibility whatsoever (whether direct or
indirect, whether in contract, in tort, under statute or otherwise)
to any person who is not its client in connection with this
announcement, any statements contained herein or
otherwise.
Goldman Sachs International ("GSI"), is authorised by the PRA and
regulated by the FCA and the PRA in the United Kingdom. GSI is
acting as Corporate Broker for Ithaca Energy plc and no one else in
connection with the Combination and the matters referred to in this
announcement, and will not regard any other person as a client in
relation to the Combination or this document and will not be
responsible to anyone other than Ithaca Energy for providing the
protections afforded to its clients, or for providing advice, in
relation to the Combination or this document or any other
Combination, arrangement or matter referred to in this document.
Neither GSI nor its parent nor any of their subsidiaries, branches
or affiliates owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in
tort, under statute or otherwise) to any person who is not its
client in connection with this announcement, any statements
contained herein or otherwise.
The contents of this announcement are not to be
construed as legal, business or tax advice. Each shareholder should
consult its own legal adviser, financial adviser or tax adviser for
legal, financial or tax advice respectively.
Percentages in tables have been rounded and
accordingly may not add up to 100 per cent. Certain financial data
have also been rounded. As a result of this rounding, the totals of
data presented in this press release may vary slightly from the
actual arithmetic totals of such data.
Forward-looking
statements
Certain statements in this announcement are
forward-looking statements. In some cases, these forward-looking
statements can be identified by the use of forward looking
terminology including the terms "believes", "expects", "estimates",
"anticipates", "intends", "may", "will" or "should" or in each
case, their negative, or other variations or comparable
terminology. These forward-looking statements reflect Ithaca
Energy's or Eni's current expectations concerning future events and
speak only as of the date of this announcement. They involve
various risks, uncertainties and other factors which may cause the
actual results, performance or achievements of the Ithaca Energy
Group, the Eni Group, the Combined Group, third parties or the
industry to be materially different from any future results,
performance or achievements expressed or implied by such forward
looking statements. Such risks, uncertainties and other factors
include, amongst other things, general economic and business
conditions, industry trends, competition, changes in regulation,
currency and commodity price fluctuations, the Ithaca Energy
Group's, the Eni Group's or the Combined Group's ability to recover
its reserves or develop new reserves and to implement expansion
plans and achieve cost reductions and efficiency measures, changes
in business strategy or development and political and economic
uncertainty. There can be no assurance that the results and events
contemplated by these forward-looking statements will in fact
occur.
No statement in this announcement is intended as a
profit forecast or estimate for any period and no statement in this
announcement should be interpreted to mean that earnings, earnings
per share or income, cash flow from operations or free cash flow
for the Ithaca Energy Group, the Eni Group or the Combined Group,
as appropriate, for the current or future years would necessarily
match or exceed the amount set out in any forward-looking statement
or historical published earnings, earnings per share or income,
cash flow from operations or free cash flow for the Ithaca Energy
Group, the Eni Group or the Combined Group, as appropriate.