Admission to Trading on the London Stock Exchange

RNS Number : 2247G

Ithaca Energy PLC

14 November 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.

Neither this announcement, nor anything contained 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 shares referred to in this announcement except solely on the basis of the information contained in the prospectus (together with any supplementary prospectus, if relevant, the "Prospectus"), including the risk factors set out therein, published by Ithaca Energy plc (the "Company" or "Ithaca Energy" and together with its subsidiaries and subsidiary undertakings the "Group") on 9 November 2022  in connection with the offer of ordinary shares in the capital of the Company (the "Ordinary Shares") and the admission of such Ordinary Shares to the premium listing segment of the Official List of the FCA and to trading on the main market of London Stock Exchange plc ("Admission"). A copy of the Prospectus is available for inspection on the Company's website at www.ithacaenergy.com , subject to certain access restrictions.

14 November 2022

Admission to Trading on the London Stock Exchange

Further to the announcement on 9 November 2022 in connection with its initial public offering (the "Offer"), Ithaca Energy announces that its entire issued ordinary share capital, consisting of 1,005,162,217 ordinary shares, has today been admitted to the premium listing segment of the Official List of the Financial Conduct Authority and to trading on the main market of London Stock Exchange plc under the ticker ITH.

Enquiries

Ithaca Energy
Kathryn Reid - Head of Corporate Affairs & Communications	[e-mail]
FTI Consulting - PR Advisers to Ithaca Energy	[phone]
Ben Brewerton / Nick Hennis	[e-mail]
Joint Global Co-ordinators, Joint Bookrunners and Joint Sponsors
Goldman Sachs International	[phone]
Jonathan Penkin / Bertie Whitehead / Clemens Tripp / Adam Laikin
Morgan Stanley	[phone]
Michael O'Dwyer / Dafna Kantor / Angus Millar / Alex Smart
Joint Bookrunners
BofA Securities	[phone]
HSBC	[phone]
Jefferies	[phone]
Co-Lead Manager
ING	[phone]

Important Legal Information

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  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.

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, 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 15,000,000 Ordinary 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 15,000,000 Ordinary Shares (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.

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.

 

END

 

 

LISFZMMMMFFGZZZ