FOR IMMEDIATE RELEASE
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")
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
Netherland, Sewell & Associates, Inc. ("NSAI") have prepared an independent competent person's report on both the Eni
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
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
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
Enquiries
Ithaca Energy |
|
Kathryn Reid - Head of Investor Relations, Corporate Affairs & Communications
|
|
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
Note to editors:
About Ithaca Energy plc
Ithaca Energy is a leading
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
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
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