TIDMIAE
RNS Number : 9558C
Ithaca Energy Inc
21 April 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 Offer - Tender Conditions Satisfied
21 April 2017
Ithaca Energy Inc. (TSX: IAE; LSE: IAE) ("Ithaca" or the
"Company") is pleased to announce that the conditions of the cash
takeover offer for all the common shares of the Company not owned
by Delek Group Ltd. ("Delek") or any of its affiliates for C$1.95
per share (the "Offer") have been satisfied and the Offer has been
accepted by holders of approximately 70.3% of the issued and
outstanding common shares, not including the common shares already
owned by Delek or any of its affiliates prior to announcement of
the Offer.
Payment for those shares tendered to the Offer by the initial
deposit period deadline of 20 April 2017 will be made to
Computershare Trust Company of Canada ("Computershare"), as the
depositary for the Offer, by no later than 25 April 2017, following
which the funds will be transferred to shareholders by
Computershare. For those shareholders who tendered via brokers or
financial intermediaries, payment for their tendered shares will be
made via such institutions.
Following the take up and payment for the tendered shares, DKL
Investments Limited (the "Offeror"), a wholly owned affiliate of
Delek, will own and control 323,158,890 common shares, representing
approximately 76% of the issued and outstanding shares of the
Company.
Mandatory Extension Period
As required by securities laws, the Offer is being extended for
a mandatory extension period until 17.00 (Toronto time) on 3 May
2017 (the "Expiry Time") to provide shareholders who have not yet
tendered their common shares to the Offer an opportunity to do so.
Accordingly, the Offeror has today mailed to Ithaca shareholders
the notice of extension, a copy of which is available on the
Company's website (www.ithacaenergy.com). Shareholders who have
already validly deposited their common shares do not need to take
any further action to accept the Offer.
The Offeror will take up and pay the depositary for common
shares validly deposited to the Offer during the mandatory
extension period within 10 calendar days after any such
deposit.
Full details of the Offer are contained in the takeover bid
circular issued by Delek and the Directors' Circular issued by
Ithaca, both of which are available on the Company's website
(www.ithacaenergy.com) and on SEDAR (www.sedar.com).
Relationship Agreement
Ithaca also announces that it expects to today enter into a
relationship agreement with the Offeror, Delek and Ithaca's
nominated adviser Cenkos Securities plc to assist in managing the
relationship between the parties with respect to governance of the
Company under the requirements of its AIM market listing (the
"Relationship Agreement"). The Relationship Agreement will
terminate the investment agreement dated 9 October 2015 between
Ithaca and the Offeror and will, amongst other things, contains
provisions pursuant to which:
-- The Offeror will undertake, for so long as it is interested
in voting rights representing 30% or more of the rights to vote at
a general meeting of Ithaca shareholders, that Ithaca will be
managed for the benefit of the Ithaca shareholders as a whole,
independently of the Delek group, and that at least two independent
directors shall at all times be members of the Board of
Directors.
-- For so long as the Offeror is interested in 10% or more of
the Common Shares, the Offeror shall at any time, and from time to
time, be entitled to designate such number of members of the Board
of Directors, and any committees thereof, as is proportionate to
the percentage of the outstanding Common Shares beneficially owned
at such time by the Offeror and its affiliates, in all cases
subject to: (i) applicable laws, (ii) providing a release in favour
of each resigning member of the Board of Directors who is being
replaced by the Offeror's designee, (iii) confirmation that
insurance coverage is maintained or provided as contemplated in the
support agreement between Ithaca and Delek dated 6 February 2017,
and (iv) to the extent that Ithaca continues to be listed on the
TSX or AIM, to the policies and rules thereof.
-- The Offeror will give certain undertakings in relation to
maintaining appropriate corporate governance procedures and
policies, including that Ithaca will be managed in accordance with
such provisions of the Corporate Governance Code for Small and
Mid-Size Quoted Companies published by the Quoted Companies
Alliance, as the Board of Directors considers practicable and
appropriate for the size, stage of development and operations of
the Company at the relevant time and/or such other corporate
governance regime that may be adopted by the Board of Directors
from time to time.
Once executed, a copy of the Relationship Agreement will be
filed with Canadian securities regulators and will be available on
SEDAR at www.sedar.com.
-S -
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
Advisors
RBC is acting as financial advisor to the Company and has
delivered a fairness opinion addressed to the Special Committee (as
defined and described in the Director's Circular). GMP FirstEnergy
is acting as the formal valuator under the terms of Multilateral
Instrument 61-101 Protection of Minority Security Holders in
Special Transactions. Pinsent Masons LLP and Burstall Winger Zammit
LLP are acting as legal counsel to Ithaca. The Company has also
received strategic advice from Geopoint Advisory Limited.
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, Herzeliya 4612001, Israel.
Forward-Looking Statements
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 Offer, certain strategic and financial benefits expected to
result from the completion of the proposed acquisition by the
Offeror of more than 50% of the outstanding Common Shares not
already owned by the Offeror or its affiliates and the intentions,
and 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, the behaviour of other market
participants and the risk of unexpected costs or liabilities
relating to the Offer. 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 material is not a substitute for the offer and takeover bid
circular or the Directors' Circular which have been filed with the
securities regulatory authorities in Canada regarding the
transaction or for any other document which Ithaca, Delek or the
Offeror may file with securities regulators and send to Ithaca
shareholders in connection with the transaction. SECURITY HOLDERS
OF ITHACA ARE URGED TO READ ALL SUCH DOCUMENTS CAREFULLY IN THEIR
ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION. The offer and takeover bid circular and the Directors'
Circular, along with related documents, are available free of
charge under the profile of Ithaca on the website maintained by the
Canadian securities regulators at www.sedar.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
OUPOKDDNPBKKDQB
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April 21, 2017 02:00 ET (06:00 GMT)
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