TIDMIAE
RNS Number : 9388E
Ithaca Energy Inc
12 May 2017
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 IN THAT JURISDICTION.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION AS STIPULATED
UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014).
Ithaca Energy Inc.
Delek Takeover - Compulsory Shares Acquisition
12 May 2017
Ithaca Energy Inc. (TSX: IAE; LSE: IAE) ("Ithaca" or the
"Company") announces that Delek Group Ltd. ("Delek"), through its
affiliate DKL Investments Limited (the "Offeror"), has notified
Ithaca that it intends to carry out a compulsory acquisition of all
the remaining issued and outstanding common shares of the Company
that are not currently owned by the Offeror following completion of
the takeover offer (the "Compulsory Acquisition") for a cash
consideration of C$1.95 per share (the "Offer") under the Business
Corporations Act (Alberta). Under the terms of the Compulsory
Acquisition, and subject to the terms of the Business Corporations
Act (Alberta), the holders of all the remaining common shares not
currently owned by the Offeror will be entitled to receive the same
consideration per share as paid under the Offer, being C$1.95 in
cash per share.
The Company further announces that it intends to seek the
cancellation of its admission to trading on the AIM market of the
London Stock Exchange and to voluntarily delist from the TSX
following completion of the Compulsory Acquisition (the "Proposed
Delisting"). Further details on this will be announced in due
course.
A notice of compulsory acquisition will be sent by the Offeror
to all shareholders concerning, amongst other things, the process
and schedule for completion of the Compulsory Acquisition and the
associated actions that remaining shareholders are required to
take.
Following completion of the Compulsory Acquisition and Proposed
Delisting, the Company intends to continue to report its annual and
quarterly financial statements as required by the terms of the
indenture for the $300 million senior notes due July 2019.
- ENDS -
Enquiries:
Ithaca Energy
Les Thomas lthomas@ithacaenergy.com +44 (0)1224 650 261
Graham Forbes gforbes@ithacaenergy.com +44 (0)1224 652 151
Richard Smith rsmith@ithacaenergy.com +44 (0)1224 652 172
FTI Consulting
Edward Westropp edward.westropp@fticonsulting.com +44 (0)203 727 1521
RBC Capital Markets
Matthew Coakes matthew.coakes@rbccm.com +44 (0)207 653 4000
Martin Copeland martin.copeland@rbccm.com +44 (0)207 653 4000
Cenkos Securities
Neil McDonald nmcdonald@cenkos.com +44 (0)207 397 8900
Beth McKiernan bmckiernan@cenkos.com +44 (0)131 220 9778
About Ithaca Energy
Ithaca Energy Inc. (TSX: IAE; LSE: IAE) is a North Sea oil and
gas operator focused on the delivery of lower risk growth through
the appraisal and development of UK undeveloped discoveries and the
exploitation of its existing UK producing asset portfolio. Ithaca's
strategy is centred on generating sustainable long term shareholder
value by building a highly profitable 25kboe/d North Sea oil and
gas company. For further information please consult the Company's
website at www.ithacaenergy.com.
About Delek
The Delek Group, Israel's leading integrated energy company, is
the pioneering leader of the natural gas exploration and production
activities that are transforming the Eastern Mediterranean's Levant
Basin into one of the energy industry's most promising emerging
regions. Having discovered Tamar and Leviathan, two of the world's
largest natural gas finds since 2000, Delek and its partners are
now developing a balanced, world-class portfolio of exploration,
development and production assets. Delek's head office is located
at 19 Abba Eban Blvd., P.O.B. 2054, Herzliya 4612001, Israel.
Cautionary Statement
This announcement may contain, in addition to historical
information, certain forward-looking statements related to the
Company, including anticipated future events and circumstances,
including in particular, but not limited to, statements relating to
the compulsory acquisition of Ithaca shares by the Offeror, certain
financial benefits expected to result from completion of the
compulsory acquisition by the Offeror, the proposed cancellation of
admission to trading on the AIM market of the London Stock
Exchange, the proposed voluntary delisting from the TSX and the
intentions, plans and future actions of the Company, the Offeror
and Delek. Forward-looking information is provided to assist the
reader with understanding the Company's expectations, plans and
priorities for future periods or with respect to applicable events.
Readers are cautioned that such information may not be appropriate
for other purposes. This information is based on the estimates,
beliefs and assumptions of the directors and management of the
Company regarding the markets in which the Company operates. In
some cases, forward-looking information may be identified by words
such as "anticipate", "believe", "could", "expect", "plan", "seek",
"may", "intend", "will", "forecast" and similar expressions.
Such forward looking statements are subject to known and unknown
risks, uncertainties and other factors that could cause actual
results, performance or achievements of Ithaca to differ materially
from any future results, performance or achievements expressed or
implied by such forward looking statements. Many of these risks and
uncertainties relate to factors that are beyond Ithaca's ability to
control or estimate precisely, such as future market conditions,
changes in regulatory environment and the behaviour of other market
participants. Some of these risk factors are largely beyond the
control of the Company. These are not necessarily all of the
important factors that could cause actual results to differ
materially from those expressed in any of the Company's
forward-looking statements. Other unknown and unpredictable factors
could also impact its results. Ithaca cannot give any assurance
that such forward-looking statements will prove to have been
correct. The reader is cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
of this announcement. Ithaca disclaims any intention or obligation
to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise, except as
required by applicable law.
For additional information on assumptions used to develop
forward-looking information and risk factors that could cause
actual results to differ materially from forward-looking
information, please refer to the "Risks and Uncertainties" section
of the Company's Management Discussion & Analysis for the
period ended 31 December 2016 and the "Forward-Looking Statements"
and "Risk Factors" sections of the Company's Annual Information
Form for the year ended 31 December 2016, which are available under
the Company's SEDAR profile at www.sedar.com.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities or a solicitation of
any vote or approval. Such an offer may only be made pursuant to an
offer and takeover bid circular filed with the securities
regulatory authorities in Canada and pursuant to registration or
qualification under the securities laws of any other applicable
jurisdiction. The distribution of this press release in or into
certain jurisdictions may be restricted by law and therefore
persons into whose possession this press release comes should
inform themselves about, and observe, such restrictions. Any
failure to comply with the restrictions may constitute a violation
of the securities law of any such jurisdiction.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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