REG - Ithaca Energy PLC Delek Group - DLEKG - Transaction notification

Ithaca EnergyAnnouncement

09/10/2024 08:00

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RNS Number : 5098H  Ithaca Energy PLC  09 October 2024

 

 

NOTIFICATION

ITHACA ENERGY PLC (the "GROUP")

Transaction notification

Following Ithaca Energy plc's ("Ithaca Energy")  announcement on 3 October of
the successful completion of its transformational Business Combination with
substantially all of Eni S.p.A.'s UK upstream oil and gas assets (the
"Combination"), Ithaca Energy is pleased to announce that its wholly owned
subsidiary Ithaca Energy (North Sea) plc (the "Company") has commenced a
refinancing of its existing debt facilities via an offering of an aggregate
principal amount of $700 million senior notes due 2029 (the "Notes") and that
Ithaca Energy (UK) Limited has received $1,235 million of contingent
commitments in respect of its amended and restated reserve based lending
facilities agreement maturing in 2029. The Notes will be senior obligations of
the Company and will be guaranteed on a senior basis by Ithaca Energy
(E&P) Limited and on a senior subordinated basis by certain of Ithaca
Energy's subsidiaries.

The gross proceeds from the offering of the Notes, together with $85 million
of cash on hand, will be used to: (i) redeem the Company's existing $625
million aggregate principal amount of 9% Senior Notes due 2026 in full; (ii)
repay amounts drawn under an existing loan and (iii) pay certain refinancing
related fees and expenses. The bond proceeds will be used to augment the
liquidity of the business which as at 4 October included cash of $194 million
which incorporates cash balances related to the Combination.

The Combination further enhances Ithaca Energy's position as a dynamic,
leading UKCS production and growth company focused on accelerating growth
opportunities and future value creation. Following the Combination, Ithaca
Energy is now positioned as one of the largest resource holders in the UK
North Sea with a diversified portfolio of production and development
opportunities, that has the ability to underpin material long-term organic
growth, delivering the oil and gas essential for energy security while
supporting the UK's decarbonisation targets.

Today's announcement is further evidence of the material benefits from the
Combination. A successful Notes offering will further bolster the Group's
financial firepower as it high-grades investment across its range of organic
and inorganic growth opportunities to maximise sustainable shareholder value.

The Group's performance in the third quarter of 2024 was in line with
expectations and within the market supplied guidance ranges. Compared to the
third quarter of 2023 performance followed a similar trend in revenue and
Adjusted EBITDAX as was seen in the first six months of 2024 compared to the
first six months of 2023.

Yaniv Friedman, Executive Chairman of Ithaca Energy, commented:

 "Our transformational Business Combination with Eni UK, marks an exciting
new chapter in Ithaca Energy's journey creating a dynamic growth player with
significant organic and inorganic investment optionality. Today's announcement
is evidence of what this combination allows us to achieve and further
signifies our intentions for further growth and the importance we place on
maintaining a robust financial framework to support these ambitions."

"I would like to take this opportunity to thank the Delek Group for supporting
Ithaca Energy in its remarkable journey to date and the entire Ithaca Energy
team for their hard work and dedication over the past few months in completing
the Combination on schedule while working towards today's announcement. In
particular, I would like to extend the Board's thanks to Iain Lewis for his
contributions as interim Chief Executive Officer, as he steps back into his
role as Chief Financial Officer and we welcome Luciano Vasques as our new
Chief Executive Officer."

 

Luciano Vasques, Chief Executive Officer of Ithaca Energy, commented:

 "I am proud to be leading Ithaca Energy into this new era and excited for
the many opportunities that lie ahead. With significant investment
optionality, increased technical and operational capabilities and a strong
balance sheet, we are well positioned as we embark on our next phase of
growth. Together we will build our business into a higher performing
organisation, with safe and responsible operations at the heart of everything
we do, as we continue to play our part in supporting the UK's energy security
into the energy transition."

Iain Lewis, Chief Financial Officer of Ithaca Energy, commented:

"Maintaining a robust Balance Sheet is of critical importance as we continue
to pursue our growth aspirations, in line with our clearly defined capital
allocation policy.   The recent Business Combination with Eni UK has
strengthened the Group's financial position, through the addition of Eni UK's
unlevered assets."

 

 

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)

 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)

 

 

 

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

IMPORTANT INFORMATION

The 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 Notes will be
offered only to qualified institutional buyers in the United States in
accordance with Rule 144A under the Securities Act and 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 Notes and shall not constitute an offer, solicitation or sale
of any securities in any jurisdiction where the offering would not be
permitted. This announcement contains information about a pending transaction
and there can be no assurance that this transaction will be completed.

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 the Company may be unable to complete the
Transactions. 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 governing the Company's ability to complete the
Transactions.

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

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
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 Notes and any related guarantees in the United States or to
conduct a public offering of the 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 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 initial purchasers 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 initial purchasers have authorized, nor do they authorize,
the making of any offer of Notes in circumstances in which an obligation
arises for the Company or the initial purchasers 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 one (or more) of: (i) a retail client, as
defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms
part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); or (ii) a customer within the meaning of the provisions of the FSMA
and any rules or regulations made under the FSMA to implement Directive (EU)
2016/97, where that customer would not qualify as 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 EUWA. Consequently no key
information document required by Regulation (EU) No 1286/2014 as it forms part
of UK domestic law by virtue of the EUWA (as amended, the "UK PRIIPs
Regulation") for offering or selling the Notes or otherwise making them
available to retail investors in the UK has been prepared and therefore
offering or selling the Notes or otherwise making them available to any retail
investor in the UK may be unlawful under the UK PRIIPs Regulation.

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 UK 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 the UK of 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 initial purchasers to publish a prospectus pursuant
to Article 3 of the UK Prospectus Regulation, in each case, in relation to
such offer. Neither the Company nor the initial purchasers have authorized,
nor do they authorize, the making of any offer of Notes in circumstances in
which an obligation arises for the Company or the initial purchasers to
publish a prospectus for such offer.  The expression "UK Prospectus
Regulation" means Regulation (EU) 2017/1129 as it forms part of UK domestic
law by virtue of the EUWA.

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 Prospectus Regulation.

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