Significant Transaction: Update Under New UK Rules

Ithaca Energy PLC

29 July 2024

 

FOR IMMEDIATE RELEASE

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF THAT JURISDICTION. THIS ANNOUNCEMENT IS FOR INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY JURISDICTION.

THIS IS AN ANNOUNCEMENT AND NOT A CIRCULAR OR PROSPECTUS OR EQUIVALENT DOCUMENT AND INVESTORS AND PROSPECTIVE INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION ON THE BASIS OF ITS CONTENTS. A CIRCULAR AND PROSPECTUS IN RELATION TO THE COMBINATION DESCRIBED IN THIS ANNOUNCEMENT WILL EACH BE PUBLISHED IN DUE COURSE.

29 July 2024

Ithaca Energy plc ("Ithaca Energy", the "Company" or the "Group")

Significant Transaction - Update Under New UK Listing Rules

On 23 April 2024, Ithaca Energy announced its transformational combination with substantially all of Eni S.p.A.'s ("Eni") UK upstream oil and gas assets (the "Eni UK Business") (the "Combination" and the "Combination Announcement"):

https://www.londonstockexchange.com/news-article/ITH/transformational-combination-with-eni-uk/16437193

Terms not otherwise defined in this announcement have the same meaning as defined in the Combination Announcement.

Following the implementation of the new UK Listing Rules, issued by the FCA pursuant to Part VI of FSMA and contained in the publication of the same name ("UKLRs") which came into force earlier today, the Combination will no longer be treated as a Class 1 transaction, but will instead be classified as a Significant Transaction under the UKLRs due to the size of the Eni UK Business relative to the size of Ithaca Energy.

In addition to the information disclosed in the Combination Announcement, Ithaca Energy announced on 28 May 2024 that Luciano Vasques, currently Managing Director of Eni UK Limited, has been proposed to be appointed as Chief Executive Officer of the Company effective on completion of the Combination (the "Board Changes Announcement"):

https://www.londonstockexchange.com/news-article/ITH/board-of-directors-executive-management-changes/16489453

The Company confirms that the information contained in the Combination Announcement and the Board Changes Announcement satisfies the requirements of UKLR 7.3.1R, save that, to the extent any information is not known as at the date of this announcement, the Company intends to include that information in the announcement issued in due course in accordance with UKLR 7.3.2 R, alongside the publication of the Prospectus (as defined below).

Whilst a shareholder vote to approve the Combination is no longer required under the UKLRs, the Company is still required to convene a shareholder meeting to seek the approval of its shareholders for the authority to issue and allot the Consideration Shares, in accordance with section 551 of the Companies Act 2006, to Eni UK upon completion of the Combination. Ithaca Energy will issue a Circular to shareholders in this regard. In addition, and as previously announced the Company will publish and make available a prospectus in connection with the issue of the Consideration Shares (the "Prospectus").

The Ithaca Energy Board have determined that the Combination is in the best interests of Ithaca Energy and its security holders as a whole and unanimously recommend that shareholders vote in favour of the relevant resolution at the shareholder meeting.

Listing Category

Following the implementation of the UKLRs earlier today, Ithaca Energy is no longer admitted to the premium listing segment and is admitted to the equity shares (commercial companies) category ("ESCC") of the Official List. For the avoidance of doubt, there is no change to Ithaca Energy's ISIN number (GB00BPJHV584), SEDOL number (BPJHV58) or ticker symbol "ITH".

Enquiries

Ithaca Energy
Kathryn Reid - Head of Investor Relations, Corporate Affairs & Communications	[e-mail]
Jefferies International (Financial Advisor to Ithaca Energy)	[phone]
Paul Wheeler / Sam Barnett / Philip Clausen-Thue / Will Soutar
Goldman Sachs International (Corporate Broker to Ithaca Energy) Andrew Fry / Jonathan Penkin / Bertie Whitehead / Adam Laikin	[phone]
FTI Consulting (PR Advisers to Ithaca Energy)	[phone]
Ben Brewerton / Nick Hennis / Rosie Corbett	[e-mail]

Note to editors:

About Ithaca Energy

Ithaca Energy is a leading UK independent exploration and production company focused on the UKCS with a strong track record of material value creation. In recent years, the Group has been focused on growing its portfolio of assets through both organic investment programmes and acquisitions and has seen a period of significant M&A driven growth centred upon two transformational acquisitions in recent years. Today, Ithaca Energy is one of the largest independent oil and gas companies in the UKCS ranking second by resources.

With stakes in six of the ten largest fields in the UKCS and two of UKCS's largest pre-development fields, and with energy security currently being a key focus of the UK Government, the Group believes it can utilise its significant reserves and operational capabilities to play a key role in delivering security of domestic energy supply from the UKCS.

Ithaca Energy serves today's needs for domestic energy through operating sustainably. The Group achieves this by harnessing Ithaca Energy's deep operational expertise and innovative minds to collectively challenge the norm, continually seeking better ways to meet evolving demands.

Ithaca Energy's commitment to delivering attractive and sustainable returns is supported by a well-defined emissions-reduction strategy with a target of achieving net zero by 2040.

Ithaca Energy was admitted to trading on the London Stock Exchange (LON: ITH) on 14 November 2022 and is admitted to the ESCC Category of the Official List.

 

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