REG - Ithaca Energy Ltd Delek Group - DLEKG - Ithaca Energy Confirms Intention to Float

Jefferies FinancialAnnouncement

25/10/2022 08:15

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RNS Number : 9999D  Ithaca Energy Ltd  25 October 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.

 

This announcement is an advertisement for the purposes of the Prospectus
Regulation Rules of the Financial Conduct Authority ("FCA") and not a
prospectus and not an offer of securities for sale in any jurisdiction,
including in or into the United States, Australia, Canada, Japan or the
Republic of South Africa.

 

Neither the contents of this announcement nor the contents of the registration
document published by Ithaca Energy Limited (the "Company", and together with
its subsidiaries and subsidiary undertakings the "Group" or "Ithaca Energy")
on 18 October 2022 (the "Registration Document") 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 ordinary
shares referred to in this announcement or in the Registration Document except
solely on the basis of the information contained in a prospectus in its final
form (together with any supplementary prospectus, if relevant, the
"Prospectus"), including the risk factors set out therein, that may be
published by the Company in due course in connection with a possible offer of
ordinary shares in the Company (the "Ordinary Shares") and the possible
admission to listing of such Shares to the premium listing segment of the
Official List of the FCA and to trading on the main market for listed
securities of London Stock Exchange plc (the "London Stock Exchange"). A copy
of any Prospectus will, if published, be available for inspection at the
Company's registered office and on the Company's website at
www.ithacaenergy.com (http://www.ithacaenergy.com) , subject to certain access
restrictions.

 

25 October 2022

 

 

Ithaca Energy Confirms Intention to Float on the London Stock Exchange

 

 

Following the announcement made by Ithaca Energy on 18 October 2022 of its
expected intention to float, the Group today confirms its intention to
undertake an initial public offering (the "IPO" or the "Offer") and certain
details of the Offer.

 

Ithaca Energy intends to apply for admission of its Ordinary Shares to the
premium listing segment of the Official List of the FCA and to trading on the
main market for listed securities of the London Stock Exchange ("Admission").

 

The final offer price in respect of the Offer (the "Offer Price"), together
with the maximum number of Ordinary Shares to be sold in the Offer, will be
determined following a book-building process.

 

Confirmation of Offer Details

 

·      The Ordinary Shares will be admitted to the premium listing
segment of the Official List of the FCA and to trading on the main market for
listed securities of the London Stock Exchange.

 

·      The Offer will initially comprise new Ordinary Shares to be
issued by the Company. The Company will use the gross proceeds of the Offer
(in the following order) to (i) repay existing shareholder debt, including a
capital note in favour of DKL Energy Limited, the Company's immediate
shareholder ("DKL Energy") and the outstanding principal and accrued interest
related to an intragroup loan agreement with DKL Energy; and (ii) pay the IPO
fees and expenses. In addition, DKL Energy, an entity ultimately owned by
Delek Group Ltd. ("Delek"), may also sell existing Ordinary Shares in the
Company, subject to the amount of gross proceeds raised. The Company will
retain no net proceeds from the Offer, with all net proceeds ultimately being
received by Delek.

 

·      Delek will reduce its current ownership stake in Ithaca Energy,
based on the gross proceeds raised, but will remain as a controlling
shareholder.

 

·      Immediately following Admission, the Company will target a free
float of at least 10% of its issued share capital and expects to be eligible
for inclusion in the FTSE UK indices.

 

·      In addition, it is expected that up to a further 15% of the total
number of Ordinary Shares to be sold in the Offer will be made available
pursuant to an over-allotment option. The Company will not receive any
proceeds from the sale of over-allotment shares (all of which will ultimately
be received by Delek).

 

·      In connection with the Offer, each of the Company, its directors
and DKL Energy are expected to agree to lock-up arrangements (subject to
exceptions and waiver by the Joint Global Coordinators) restricting the
disposal of Ordinary Shares for a period of time following Admission.

 

·      Any additional details in relation to the Offer will be disclosed
in the Prospectus.

 

·      Ithaca Energy has engaged Goldman Sachs International ("Goldman
Sachs International") and Morgan Stanley & Co. International plc ("Morgan
Stanley") to act as Joint Global Co-ordinators, HSBC Bank plc ("HSBC"),
Jefferies International Limited and Jefferies GmbH ("Jefferies") and Merrill
Lynch International ("BofA Securities") to act as Joint Bookrunners, and ING
Bank N.V. ("ING") to act as Co-Lead Manager, in the event the Offer proceeds.

 

 

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 has been prepared by, and is the sole responsibility of,
Ithaca Energy Limited and has been approved by Goldman Sachs International
solely for the purposes of section 21 of the Financial Services and Markets
Act 2000 of the United Kingdom ("FSMA"). Goldman Sachs International is acting
for Ithaca Energy Limited and no-one else and will not be responsible for
providing the protections afforded to clients of Goldman Sachs International
or for providing advice in relation to the proposed offer to any other person.
Goldman Sachs International can be contacted at Plumtree Court, 25 Shoe Lane,
London, EC4A 4AU, United Kingdom.

 

The information contained in this announcement is for background purposes only
and does not purport to be full or complete. No reliance may be placed by any
person for any purpose on the information contained in this announcement or
its accuracy, fairness or completeness. The Group may decide not to proceed
with the possible IPO and there is, therefore, no guarantee that a Prospectus
will be published, the Offer will be made or Admission will occur.

 

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 Registration Document constitutes a 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.

 

This announcement is only addressed to and directed at: (a) if in member
states of the European Economic Area (the "EEA"), persons who are "qualified
investors" within the meaning of Article 2(e) of the Prospectus Regulation
(EU) 2017/1129 (as amended) ("Qualified Investors"); and (b) if in the United
Kingdom, persons who are (a) both "qualified investors" within the meaning of
the UK version of the EU Prospectus Regulation (2017/1129/ EU) which is part
of UK law by virtue of the European Union (Withdrawal) Act 2018 (the "UK
Prospectus Regulation") and either (i) persons who 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 "Order") or (ii) who are high net worth entities falling
within Article 49(2)(a) to (d) of the Order; or (b) other persons to whom it
may otherwise lawfully be communicated (all such persons under (a) and (b)
together being referred to as "relevant persons"). Any investment or
investment activity to which this announcement relates will be available in
the United Kingdom only to relevant persons and to Qualified Investors in any
member state of the EEA and will be engaged in only with such persons.

 

This announcement may include statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements may be
identified by the use of forward-looking terminology, including the terms
"believes", "estimates", "plans", "projects", "anticipates", "expects",
"intends", "may", "will" or "should" or, in each case, their negative or other
variations or comparable terminology, or by discussions of strategy, plans,
targets, objectives, goals, future events or intentions. Forward-looking
statements may and often do differ materially from actual results. These
statements reflect beliefs of the Directors (including based on their
expectations arising from pursuit of the Group's strategy) as well as
assumptions made by the Directors and information currently available to the
Group.  Although the Directors consider that these beliefs and assumptions
are reasonable, by their nature, forward-looking statements involve various
assumptions and beliefs, known and unknown risks, uncertainties, and
estimates, including, among other things, assumptions with respect to
production, drilling, construction and maintenance times, well completion
times, risks associated with operations, future capital and operating
expenditures, financing activities, continued availability of financing for
future capital expenditures, future acquisitions and divestments and cash
flow, required regulatory, partner and other third party approvals and other
factors which are beyond the Company's control and which may cause actual
results or performance to differ materially from those expressed or implied
from such forward-looking statements, whether as a result of new information,
future events or results or otherwise.. Past performance cannot be relied upon
as a guide to future performance and should not be taken as a representation
that trends or activities underlying past performance will continue in the
future. Forward-looking statements speak only as at the date they are made. No
representation is made or will be made that any forward-looking statements
will come to pass or prove to be correct.

 

In light of these risks, uncertainties and assumptions, the events in the
forward-looking statements may not occur or the Company's actual results,
performance or achievements might be materially different from the expected
results, performance or achievements expressed or implied by such
forward-looking statements. Each of the Company, Goldman Sachs International,
Morgan Stanley, BofA Securities, HSBC, Jefferies, ING (together the "Banks")
and their respective affiliates as defined under Rule 501(b) of Regulation D
of the Securities Act ("affiliates"), directors, officers, employees, advisers
and agents, expressly disclaims any obligation or undertaking to update,
review or revise any forward looking statement or any other information
contained in this announcement whether as a result of new information, future
developments or otherwise.

 

Any subscription or purchase of Ordinary Shares in the IPO should be made
solely on the basis of information contained in the Prospectus which may be
issued by the Company in connection with the IPO. The information in this
announcement is subject to change. Before subscribing for or purchasing any
Ordinary Shares, persons viewing this announcement should ensure that they
fully understand and accept the risks which will be set out in the Prospectus
if published. No reliance may be placed for any purpose on the information
contained in this announcement or its accuracy or completeness. Neither this
announcement, nor anything contained in the Registration Document, shall
constitute, or form part of, any offer or invitation to sell or issue, or any
solicitation of any offer to buy, whether by subscription or purchase, any
Ordinary Shares or any other securities, 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, or act as any inducement to enter into, any contract or commitment
whatsoever.

 

The Group may decide not to go ahead with the IPO and there is therefore no
guarantee that a Prospectus will be published, the Offer will be made or
Admission will occur. Potential investors should not base their financial
decision on this announcement. Acquiring investments to which this
announcement relates may expose an investor to a significant risk of losing
all of the amount invested. Persons considering making investments should
consult an authorised person specialising in advising on such investments.
Neither this announcement, nor the Registration Document, constitutes a
recommendation concerning a possible offer. The value of shares can decrease
as well as increase. Potential investors should consult a professional adviser
as to the suitability of a possible offer for the person concerned.

 

Nothing contained herein constitutes or should be construed as (i) investment,
tax, financial, accounting or legal advice; or (ii) a representation that any
investment or strategy is suitable or appropriate to your individual
circumstances; or (iii) a personal recommendation to you.

 

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 Limited, 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% of the total
number of the Offer 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% of the total number of Ordinary Shares comprised in the Offer (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.

 

Unless otherwise indicated, market, industry and competitive position data are
estimates (and accordingly, approximate) and should be treated with caution.
Such information has not been audited or independently verified, nor has the
Group ascertained the underlying economic assumptions relied upon therein.
Certain data in this announcement, including financial, statistical and
operating information has been rounded. As a result, the totals of data
presented in this announcement may vary slightly from the actual arithmetic
totals of such data. Percentages in tables may have been rounded and
accordingly may not add up to 100%.

 

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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