REG - Ithaca Energy Ltd - Publication of Registration Document

Jefferies FinancialAnnouncement

18/10/2022 14:00

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RNS Number : 2904D  Ithaca Energy Ltd  18 October 2022

 1  (#_ftn1) 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 referred to 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 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 Ithaca Energy
Limited (the "Company", and together with its subsidiaries and subsidiary
undertakings the "Group" or "Ithaca Energy") in due course in connection with
a possible offer of ordinary shares in the Company (the "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.

 

18 October 2022

 

 

Ithaca Energy Announces Publication of Registration Document

 

Further to the announcement earlier today by Ithaca Energy relating to its
potential initial public offering (the "IPO" or the "Offer"), Ithaca Energy
confirms that its registration document (the "Registration Document") has been
approved by the FCA and has been published.

 

The Registration Document is available to view online at www.ithacaenergy.com
(http://www.ithacaenergy.com) , subject to certain

access restrictions.

 

A copy of the Registration Document will be uploaded to the National Storage
Mechanism and will be

available for inspection at
https://data.fca.org.uk/#/nsm/nationalstoragemechanism
(https://data.fca.org.uk/#/nsm/nationalstoragemechanism) .

 

 

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)

 

 

 

 

Important Legal Information

 

.

 

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. The
contents of this announcement are not to be construed as legal, financial or
tax advice.

 

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 referred to herein 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
purchase or subscribe for any 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 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 Shares may not be offered or sold in the United States, except pursuant to
an 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,
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 known and unknown risks, uncertainties,
assumptions and other factors that may cause the Group's actual financial
condition, results of operations, cash flows, liquidity, production, reserves
or prospects to be materially different from any future such metric expressed
or implied by such statements. 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 (together the "Joint Global Co-ordinators" or the "JGCs"), BofA
Securities, HSBC, Jefferies, ING (and, together with the Joint Global
Co-ordinators, BofA Securities, HSBC and Jefferies, 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 Shares in the possible 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
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 acquire, whether by subscription or purchase, any
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 possible 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 advisor
as to the suitability of a possible offer for the person concerned.

 

You should not base any financial decision on this announcement. Acquiring
investments to which this announcement relates may expose an investor to a
significant risk of losing a portion or all of the amount invested. Neither
this announcement nor the Registration Document referred to herein constitutes
a recommendation to purchase Shares. The value of the Shares can decrease as
well as increase. Potential investors should consult a professional advisor as
to the suitability of an investment in Shares 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 possible IPO and will not
regard any other person as a client in relation to the possible 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 possible 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.

 

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.

 

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