REG - Ithaca Energy PLC Delek Group - DLEKG - Completion of Business Combination

Ithaca EnergyAnnouncement

03/10/2024 08:00

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RNS Number : 8020G  Ithaca Energy PLC  03 October 2024

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 WERE PUBLISHED ON 22 AUGUST
2024.

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

 

3 October 2024

 

Ithaca Energy plc ("Ithaca Energy", the "Company" or the "Group")

 

Completion of Combination with Eni UK

 

Ithaca Energy is pleased to announce the completion of its transformational
combination with substantially all of Eni S.p.A.'s UK upstream oil and gas
assets.

 

The Company confirms that there has been no material change affecting any
matter contained in the Significant Transaction announcement published on 29
July 2024 or the Publication of Circular and Prospectus announcement published
on 22 August 2024, in accordance with UKLR 7.3.3R.

 

All actions were taken in relation to the Delek Sell Down prior to 14:00 on 2
October 2024 , and all non-independent non-executive directors, acting on
behalf of the Delek Group, and the executive Chairman discharged all Board
duties prior to this time.

Board of Directors

Ithaca Energy is pleased to announce the formal appointment of Luciano Vasques
as Chief Executive Officer and the appointment of two new non-executive
directors to its board of directors, Mr Francesco Gattei, the Chief Transition
& Financial Officer, Chief Operating Officer and General Manager of Eni
S.p.A. and Mr Guido Brusco, the Chief Operating Officer Global Natural
Resources and General Manager at Eni S.p.A., as nominees of Ithaca Energy's
second largest shareholder, Eni UK Limited.  Mr. Brusco will also join the
Company's Nomination and Governance Committee. Biographies of each of the new
non-executive directors is as follows:

Mr, Francesco Gattei:

Mr. Gattei has over 25 years of experience in the oil and gas industry across
various senior roles at Eni S.p.A. Group. He is currently Chief Transition
& Financial Officer, Chief Operating Officer and General Manager  for Eni
S.p.A. and has previously served as Chief Financial Officer,  Upstream
Director of the Americas, Head of Investor Relations, Secretary to Eni's
Advisory Board, Senior VP of Market Scenarios and Strategic Options, and Head
of Upstream M&A. Alongside these roles, he was a member of the Board of
Directors of Saipem from 2014 to 2015. Mr Gattei holds a Master in Energy and
Environmental Management from the Scuola Mattei. Furthermore, he earned a
degree in Economics and Commerce in 1994 at the University of Bologna with a
thesis on the oil market. Alongside these roles, Mr Gattei currently holds a
position on the board of directors of Vår Energi, a company listed on the
Oslo Stock Exchange.

Mr. Guido Brusco:

Mr. Brusco has over 25 years of experience in the energy business for
Eni S.p.A Group across different countries and senior positions. Mr. Brusco
is currently Chief Operating Officer Global Natural Resources and General
Manager and has previously served as Upstream Director, Executive Vice
President for the Sub-Saharan Region and Managing Director in Angola and
Kazakhstan.  Alongside these roles, Mr Brusco currently holds a position on
the board of directors of Vår Energi and Azule Energy Holdings Limited, an
international energy company located in Angola. In addition, he was appointed
as Chairman of Confindustria Energia, Italy's Federation of energy sector
associations, in July 2023. He graduated with Honors in Mechanical Engineering
at "La Sapienza" University of Rome.

There is no further information to be disclosed pursuant to UKLR 6.4.8R.

Admission of New Ordinary Shares

Pursuant to the Combination applications have been made to the Financial
Conduct Authority for admission of 639,360,174 New Ordinary Shares to the
Equity Shares (Commercial Companies) Listing Category of the Official List and
to the London Stock Exchange for admission of the New Ordinary Shares to
trading on the main market for listed securities of the London Stock Exchange
("Admission"). Admission of the New Ordinary Shares is expected from 8.00 a.m.
on 4 October 2024.

Total Voting Rights

Following Admission of the New Ordinary Shares, the total number of shares in
issue in the Company will be 1,653,732,455, of which 50.7% will be held by DKL
Energy Limited, an indirect wholly owned subsidiary of Delek Group Limited and
38.7% by Eni UK Limited, an indirect wholly owned subsidiary of Eni S.p.A.
The Company does not hold any shares in treasury and all shares have equal
voting rights. Therefore, the total number of voting rights in the Company,
following Admission, will be 1,653,732,455. This figure may be used by
shareholders as the denominator for the calculations by which they will
determine if they are required to notify their interest in, or a change to
their interest in, Ithaca Energy under the Financial Conduct Authority's
Disclosure Guidance and Transparency Rules.

Enquiries

 

 Ithaca Energy
 Kathryn Reid - Head of Investor Relations, Corporate Affairs                       kathryn.reid@i
 & Communications                                                 (mailto:kathryn.reid@ithacaenergy.com) thacaenergy

                                                                (mailto:kathryn.reid@ithacaenergy.com) .com
                                                                  (mailto: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)  +44 (0)207 774 1000

 Andrew Fry / Jonathan Penkin / Bertie Whitehead / Adam Laikin

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

 

Note to editors:

 

About Ithaca Energy

 

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 centered upon two transformational
acquisitions in recent years and now the Combination. Today, following
completion of the Combination Ithaca Energy is the largest resource holder in
the UKCS. 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 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.

 

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 UK 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, 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
UKLRs, 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 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.

 

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.

 

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