Stabilisation Notice

Morgan Stanley & Co. Int'l plc

10 October 2024

 

10 October 2024

Not for distribution, directly or indirectly, in or into the United States or any jurisdiction in which such distribution would be unlawful.

Ithaca Energy (North Sea) plc

Pre-stabilisation Period Announcement

MORGAN STANLEY & CO. INTERNATIONAL PLC (contact: Joseph Bishay; telephone: [phone]) hereby gives notice, as Coordinating Stabilisation Manager, that the Stabilisation Manager named below may stabilise the offer of the following securities in accordance with Commission Delegated Regulation (EU) 2016/1052 of 8 March 2016 supplementing Regulation (EU) No 596/2014 and/or the UK FCA Stabilisation Binding Technical Standards.

Securities

Issuer:	Ithaca Energy (North Sea) plc
Guarantor(s) (if any):	The Notes will be guaranteed on the Issue Date on a senior basis by Ithaca Energy (E&P) Limited (the "Parent Guarantor"). On the Issue Date, the Notes will be guaranteed on a senior subordinated basis by Ithaca GSA Limited, Ithaca GSA Holdings Limited, Ithaca Energy (UK) Limited, Ithaca Oil and Gas Limited, Ithaca MA Limited, Ithaca SP (Holdings) Limited, Ithaca SP Finance Limited, Ithaca SPE Limited, Ithaca SP O&G Limited and Ithaca SP E&P Limited (collectively, the "Initial Subordinated Guarantors"). No later than the earlier of (i) the date Eni Elgin Franklin, Eni Energy E&P, Eni UKCS Limited and Eni Energy E&P UKCS Limited accede as Guarantors under the RBL Facility and (ii) 90 days following the Issue Date, the Notes will be guaranteed on a senior subordinated basis (the "Post-Closing Subordinated Note Guarantees") by Eni Elgin Franklin and Eni Energy E&P, Eni UKCS Limited and Eni Energy E&P UKCS Limited  (collectively, the "Post-Closing Subordinated Guarantors" and, together with the Initial Subordinated Guarantors, the "Subordinated Guarantors").
Aggregate nominal amount:	USD 700 MM
Description:	Senior Notes due 2029
Offer price:	To be confirmed

Stabilisation

Stabilisation Manager:	MORGAN STANLEY & CO. INTERNATIONAL PLC
Stabilisation period expected to start on:	10 October 2024
Stabilisation period expected to end no later than:	10 November 2024 (30 days after the proposed issue date of the securities)
Existence, maximum size and conditions of use of over-allotment facility:	The Stabilisation Manager(s) may over-allot the securities to the extent permitted in accordance with applicable law
Stabilisation trading venue(s):	The International Stock Exchange

In connection with the offer of the above securities, the Stabilisation Manager may over-allot the securities or effect transactions with a view to supporting the market price of the securities during the stabilisation period at a level higher than that which might otherwise prevail. However, stabilisation may not necessarily occur and any stabilisation action, if begun, may cease at any time. Any stabilisation action or over-allotment shall be conducted in accordance with all applicable laws and rules.

This announcement is for information purposes only and does not constitute an invitation or offer to underwrite, subscribe for or otherwise acquire or dispose of any securities of the Issuer in any jurisdiction.

This announcement and the offer of the securities to which it relates are only addressed to and directed at persons outside the United Kingdom and persons in the United Kingdom who have professional experience in matters related to investments or who are high net worth persons within Article 12(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 and must not be acted on or relied on by other persons in the United Kingdom.

If and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, any EEA Member State before the publication of a prospectus in relation to the securities which has been approved by the competent authority in that Member State in accordance with Regulation (EU) 2017/1129 (the "EEA Prospectus Regulation") (or which has been approved by a competent authority in another Member State and notified to the competent authority in that Member State in accordance with the EEA Prospectus Regulation), this announcement and the offer are only addressed to and directed at persons in that Member State who are qualified investors within the meaning of the EEA Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in that Member State.

If and to the extent that this announcement is communicated in, or the offer of the securities to which it relates is made in, the UK before the publication of a prospectus in relation to the securities which has been approved by the competent authority in the UK in accordance with Regulation (EU) 2017/1129 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the "UK Prospectus Regulation"), this announcement and the offer are only addressed to and directed at persons in the UK who are qualified investors within the meaning of the UK Prospectus Regulation (or who are other persons to whom the offer may lawfully be addressed) and must not be acted on or relied on by other persons in the UK.

This announcement is not an offer of securities for sale into the United States. The securities referred to above have not been, and will not be, registered under the United States Securities Act of 1933 and may not be offered or sold in the United States absent registration or an exemption from registration. There will be no public offer of securities in the United States.

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