FOR IMMEDIATE RELEASE
This is a correction of the
announcement issued at 15.23hrs today. The
correction is to change the RNS title to 'Publication of
Prospectus and Circular'.
NOT FOR RELEASE, PUBLICATION OR
DISTRIBUTION, IN WHOLE OR IN PART, 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 IN
RELATION TO THE COMBINATION EXCEPT ON THE BASIS OF THE INFORMATION
IN THE CIRCULAR AND PROSPECTUS WHICH ARE BEING PUBLISHED
TODAY.
THIS ANNOUNCEMENT CONTAINS INSIDE
INFORMATION
22 August 2024
Ithaca
Energy plc ("Ithaca Energy" or the "Group")
Publication of Circular and Prospectus in connection with
proposed combination with substantially all of Eni S.p.A.'s ("Eni")
UK Upstream Oil and Gas Assets
Ithaca Energy is pleased to announce that it has
today, following receipt of approval from the Financial Conduct
Authority (the "FCA"),
published its prospectus (the "Prospectus") and its shareholder
circular (the "Circular")
in relation to the proposed combination with substantially all of
Eni S.p.A.'s UK upstream oil and gas assets (the "Eni UK Business") (the "Combination"). A general meeting of
Ithaca Energy's shareholders will be digitally enabled, in
accordance with the provisions of the Company's articles of
association, and will be held at 3 p.m. on 11 September 2024 (the
"General Meeting") to
consider and approve the allotment and issue of the new ordinary
shares to Eni UK in connection with the Combination. Full details
and joining instructions are set out in the Notice of the General
Meeting contained in the Circular.
Netherland, Sewell & Associates, Inc.
("NSAI") have prepared an
independent competent person's report on both the Eni UK Business
and Ithaca Energy's existing portfolio (together the "Combined Group"), which is included in
full in the Prospectus. NSAI has certified that, as at 30 June
2024, the Combined Group had c.342 mmboe of 2P oil and gas reserves
and c.290 mmboe of 2C contingent resources.
The publication of the Circular and Prospectus marks
another important milestone towards completion of the Combination,
which is expected to create a dynamic growth player with the
largest resource base in the UK North Sea and the organic growth
potential to become the largest producer in the UKCS by the early
2030s. With a portfolio of scale, balance and significant
optionality and increased financial strength, the Combination
creates a strategic platform to unlock both organic and inorganic
growth through the execution of the Group's BUY, BUILD and BOOST
strategy.
Ithaca Energy has received irrevocable undertakings
from DKL Energy and each of the Directors who hold ordinary shares
to vote (or to procure the vote) in favour of the resolution to be
proposed at the General Meeting, representing approximately 88.5
per cent. and approximately 0.02 per cent. respectively of the
existing issued ordinary share capital of the Group as at today's
date. The Group is making good progress with the required
regulatory approvals and the Combination is expected to complete in
Q4.
The table below sets out the documents of which
certain parts are incorporated by reference into, and form part of,
this announcement, in accordance with the requirements of UKLR
7.3.2R and UKLR 7 Annex 2 Part 3.
Further to the Group's announcement on 23 April 2024
regarding the initial announcement of the Combination, the Group's
further announcement on 28 May 2024 regarding certain Board changes
pursuant to the Combination and the Group's announcement on 29 July
2024 regarding the Combination and the new UK Listing Rules,
certain information not known as at 29 July 2024 which was required
to be announced in satisfaction of UKLR 7.3.1R has been included in
this announcement made in accordance with the requirements of UKLR
7.3.2R.
Reference
document
|
Information
incorporated by reference
|
Page number in
reference document
|
Prospectus
|
Part 1 - Risk Factors
|
8
|
Prospectus
|
Part 11 - Unaudited Pro Forma Financial Information
for the Combined Group and Accountant's Report
|
195
|
Prospectus
|
Part 14 - Additional Information, paragraph 10 (Senior
Managers)
|
217
|
Prospectus
|
Part 14 - Additional Information, paragraph 11.1
(Directors', Proposed Director's and Senior Managers current and
past directorships and partnerships)
|
218
|
Prospectus
|
Part 14 - Additional Information, paragraph 11.2
(Directors' and the Proposed Director's Service Agreements and
Letters of Appointment)
|
221
|
Prospectus
|
Part 14 - Additional Information, paragraph 13
(Material contracts)
|
232
|
Prospectus
|
Part 14 - Additional Information, paragraph 14
(Related party transactions)
|
255
|
Prospectus
|
Part 14 - Additional Information, paragraph 16 (No
Significant Change)
|
255
|
Prospectus
|
Part 14 - Additional Information, paragraph 17
(Litigation)
|
256
|
Ithaca Energy has made available copies of the
Circular and Prospectus on its website at www.ithacaenergy.com.
All references in this announcement to times are to
times in London (unless otherwise stated).
Enquiries
Ithaca Energy
|
|
Kathryn Reid - Head of Investor
Relations, Corporate Affairs & Communications
|
kathryn.reid@ithacaenergy.com
|
Jefferies
International (Financial Advisor and Sponsor 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
|
ithacaenergy@fticonsulting.com
|
IMPORTANT
NOTICE
THIS
ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND DOES NOT
CONSTITUTE OR FORM ANY PART OF AN OFFER TO SELL OR ISSUE, OR A
SOLICITATION OF AN OFFER TO BUY, SUBSCRIBE FOR OR
OTHERWISE ACQUIRE, ANY SECURITIES IN ANY
JURISDICTION.
The securities
referred to herein have not been and will not be registered under
the US Securities Act of 1933, as amended (the "Securities Act"),
or under the securities laws of any state or other jurisdiction of
the United States, and may not be offered or sold, directly or
indirectly, in or into the United States except pursuant to an
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.
Note to
editors:
About Ithaca Energy plc
Ithaca Energy is a leading UK
independent exploration and production company focused on the UKCS
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 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 ahead of targets set out in the North Sea
Transition Deal.
Ithaca Energy plc was admitted to
trading on the London Stock Exchange (LON: ITH) on 14 November 2022
and is admitted to the ESCC Category of the Official List.
Disclaimer:
Jefferies International Limited ("Jefferies"), which is authorised and
regulated in the UK by the FCA, is acting as financial adviser and
sponsor to Ithaca Energy and no one else in connection with the
matters described in this announcement and will not be responsible
to anyone other than Ithaca Energy for providing the protections
offered to clients of Jefferies or for providing advice in
connection with any matter referred to in this announcement.
Neither Jefferies nor any of its affiliates (nor any of their
respective directors, officers, employees or agents) 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 a client of Jefferies in
connection with this announcement, any statement contained herein,
or otherwise.