REG - Ithaca Energy PLC Delek Group - DLEKG - Pricing of Senior Notes Placement

Ithaca EnergyAnnouncement

28/05/2026 12:30

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RNS Number : 0978G  Ithaca Energy PLC  28 May 2026

Ithaca Energy PLC

28 May 2026

ITHACA ENERGY PLC
Pricing of Additional Senior Notes Private Placement

Transaction notification

Ithaca Energy plc ("Ithaca Energy") is pleased to announce that its indirect,
wholly-owned subsidiary, Ithaca Energy (North Sea) plc (the "Issuer") has
priced a private placement of €155 million in aggregate principal amount of
additional 5.500% senior notes due 2031 pursuant to Regulation S ("Additional
Notes"). The Additional Notes have been sold at a purchase price of 100.000%
of the aggregate principal amount. The gross proceeds from the placement of
the Additional Notes will be used for general corporate purposes.

The Additional Notes will have the same terms and conditions as the existing
€450 million aggregate principal amount of the Issuer's Senior Notes due
2031.

Settlement of the Additional Notes is expected on 11 June 2026, subject to
customary closing conditions.

Yaniv Friedman, Executive Chairman, commented "Ithaca Energy is pleased to
announce the very successful pricing of a private placement of a further
€155 million senior notes, as an extension to the Group's existing €450
million senior notes, due 2031. This opportunistic bond "tap" again
demonstrates the financial discipline of Ithaca Energy and its agility in
responding to favourable market conditions. The additional raise, which is
based on the same terms, further strengthens our financial position and
flexibility, optimising our capital structure  and providing additional
liquidity to pursue  growth opportunities."

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IMPORTANT INFORMATION

The Additional Notes have not been and will not be registered under the
Securities Act of 1933, as amended (the "Securities Act") or any state
securities laws and may not be offered or sold in the United States or for the
account or benefit of any US person or in any way distributed in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state securities laws. The
Additional Notes will be offered only to non-US persons outside the United
States in reliance on Regulation S under the Securities Act.

This announcement does not constitute an offer to sell or a solicitation of an
offer to buy the Additional Notes and shall not constitute an offer,
solicitation or sale of any securities in any jurisdiction where the offering
would not be permitted.

Forward-Looking Information is Subject to Risk and Uncertainty

This announcement may include certain "forward-looking" statements.
Forward-looking statements include all statements that are not historical
facts and can be identified by the use of forward-looking terminology such as
the words "believes," "expects," "may," "will," "would," "should," "seeks,"
"pro forma," "anticipates," "intends," "plans," "estimates," or the negative
of any thereof or other variations thereof or comparable terminology, or by
discussions of strategy or intentions. These statements are not guarantees of
future actions or performance and involve risks, uncertainties and assumptions
as to future events that may not prove to be accurate. Actual actions or
results may differ materially from what is expressed or forecasted in these
forward-looking statements. As a result, these statements speak only as of the
date they were made and the Company undertakes no obligation to publicly
update or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Many important factors could cause
the Company's results to differ materially from those expressed in these
forward-looking statements. These factors include, but are not limited to,
general market conditions, national or global events affecting the capital
markets, unforeseen developments in the Company's business or industry or
changes in law or regulations.

***********************************

This announcement is not being made in, and copies of it may not be
distributed or sent into, any jurisdiction in which the publication,
distribution or release would be unlawful.

This document is not an offer of securities for sale in the United States. The
Additional Notes may not be sold in the United States absent registration or
an exemption from registration under the Securities Act. The Company does not
intend to register the Additional Notes and any related guarantees in the
United States or to conduct a public offering of the Additional Notes and such
guarantees in the United States.

In member states of the EEA, this announcement and any offer of the securities
referred to herein in any Member State of the European Economic Area ("EEA")
will be made pursuant to an exemption under the Prospectus Regulation from the
requirement to publish a prospectus for offers of the securities referred to
herein. Accordingly, any person making or intending to make an offer in a
Member State of the Additional Notes which are the subject of the offering
contemplated may only do so in circumstances in which no obligation arises for
the Company or any of the placement agents to publish a prospectus pursuant to
Article 3 of the Prospectus Regulation, in each case, in relation to such
offer. Neither the Company nor the placement agents have authorized, nor do
they authorize, the making of any offer of Additional Notes in circumstances
in which an obligation arises for the Company or the placement agents to
publish a prospectus for such offer. The expression "Prospectus Regulation"
means Regulation (EU) 2017/1129.

The securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to
any retail investor in the EEA. For these purposes, a retail investor means a
person who is one (or more) of: (i) a retail client as defined in point (11)
of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II") or (ii) a
customer within the meaning of Directive 2016/97/EU (as amended), where that
customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II. Consequently, no key information document
required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the securities or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or
selling the securities or otherwise making them available to any retail
investor in the EEA may be unlawful under the PRIIPs Regulation.

The securities are not intended to be offered, sold or otherwise made
available to and should not be offered, sold or otherwise made available to
any retail investor in the United Kingdom ("UK"). For these purposes, a retail
investor means a person who is either one (or both) of the following: (i) not
a professional client, as defined in point (8) of Article 2(1) of Regulation
(EU) No 600/2014 as it forms part of UK domestic law by virtue of the European
Union (Withdrawal) Act 2018 ("EUWA"); or (ii) not a qualified investor as
defined in paragraph 15 of Schedule 1 to the Public Offers and Admissions to
Trading Regulations 2024. Consequently no disclosure document required by the
FCA Product Disclosure Sourcebook ("DISC") for offering, selling or
distributing the Additional Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore the offering, selling or
distributing the Additional Notes or otherwise making them available to any
retail investor in the UK may be unlawful under the DISC and Consumer
Composite Investments (Designated Activities) Regulations 2024.

In the UK, this announcement and any offer of the securities referred to
herein in the UK will be made pursuant to an exemption under the Public Offers
and Admissions to Trading Regulations 2024 (the "UK POATR") from the
requirement to publish a prospectus for offers of the securities referred to
herein. Accordingly, any person making or intending to make an offer in the UK
of Additional Notes which are the subject of the offering contemplated may
only do so in circumstances in which no obligation arises for the Company or
any of the placement agents to publish a prospectus pursuant to the UK POATR,
in each case, in relation to such offer. Neither the Company nor the placement
agents have authorized, nor do they authorize, the making of any offer of
Additional Notes in circumstances in which an obligation arises for the
Company or the placement agents to publish a prospectus for such offer.

This communication is being distributed only to, and is directed at persons
who (i) have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets Act 2000
(Financial Promotion) Order 2005, as amended (the "Financial Promotion Order")
(ii) are persons falling within Article 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Financial Promotion
Order, (iii) are outside the United Kingdom or (iv) are persons to whom an
invitation or inducement to engage in investment activity (within the meaning
of section 21 of the Financial Services and Markets Act 2000 in connection
with the issue and sale of any securities may otherwise lawfully be
communicated or caused to be communicated (all such persons together being
referred to as "relevant persons")). This announcement is directed only at
relevant persons and must not be acted on or relied on by persons who are not
relevant persons. Any investment or investment activity to which this
announcement relates is available only to relevant persons and will be engaged
in only with relevant persons.

Neither the content of the Company's website nor any website accessible by
hyperlinks on the Company's website is incorporated in, or forms part of, this
announcement. The distribution of this announcement into certain jurisdictions
may be restricted by law. Persons into whose possession this announcement
comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction. This announcement is an
advertisement and is not a prospectus for the purposes of the Prospectus
Regulation or the UK POATR.

 

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