REG - Ithaca Energy PLC Delek Group - DLEKG - Admission to Trading on the London Stock Exchange

Ithaca EnergyAnnouncement

14/11/2022 08:15

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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 (http://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 & Communications         kathryn.reid@ithacaenergy.com (mailto:kathryn.reid@ithacaenergy.com)

 FTI Consulting - PR Advisers to Ithaca Energy                     +44 (0)203 727 1000
 Ben Brewerton / Nick Hennis                                       ithaca@fticonsulting.com (mailto:ithaca@fticonsulting.com)

 Joint Global Co-ordinators, Joint Bookrunners and Joint Sponsors

 Goldman Sachs International                                       +44 (0)207 774 1000
 Jonathan Penkin / Bertie Whitehead / Clemens Tripp / Adam Laikin

 Morgan Stanley                                                    +44 (0)207 425 8000
 Michael O'Dwyer / Dafna Kantor / Angus Millar / Alex Smart

 Joint Bookrunners

 BofA Securities                                                   +44 (0)207 628 1000
 HSBC                                                              +44 (0)207 991 8888
 Jefferies                                                         +44 (0)207 029 8000

 Co-Lead Manager

 ING                                                               +44 0(207) 767 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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