ABERDEEN, SCOTLAND--(Marketwired - Oct 9, 2015) - Ithaca Energy Inc. (TSX: IAE) (LSE: IAE)
TSX: IAE; LSE: IAE
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Ithaca Energy Inc.
Premium Equity Placing - Investment by Delek Group
9 October 2015
Ithaca Energy Inc. (TSX: IAE, LSE AIM: IAE) ("Ithaca" or the "Company") announces execution of an Investment Agreement with DKL Investments Ltd, a wholly owned subsidiary of Delek Group Ltd. ("Delek"), in respect of a US$66 million equity investment in the Company.
- US$66 million equity investment via a non-brokered private placement of 81,865,425 Common Shares in the capital of the Company (the "Placing") at CAD$1.05 per share (the "Placing Price"), equivalent to £0.53 per share
- Placing price represents a 19% premium to the closing price on the Toronto Stock Exchange ("TSX") on 8 October 2015 of CAD$0.88 per share - a 39% premium to the 5 day volume weighted average price ("VWAP") and a 51% premium to the 30 day VWAP
- Investment proceeds will be used to strengthen the balance sheet, reduce bank debt and provide flexibility to pursue value-accretive satellite opportunities in the Greater Stella Area
- Delek is an Israeli listed conglomerate with significant natural gas exploration and production activities in the Levant Basin in the Eastern Mediterranean
- Following completion of the Placing, Delek will own 19.9% of the issued and outstanding Common Shares of the Company
Les Thomas, Chief Executive Officer, commented:
"We are pleased to have secured Delek's investment in the Company at a significant premium to the prevailing share price at this time of uncertain oil prices. The investment provides a solid vote of confidence in the long term value of Ithaca by a successful oil and gas investor and provides additional flexibility to execute the financial and strategic priorities of the business."
Given oil price volatility and the heightened focus of oil and gas sector investors on the balance sheet strength of E&P companies, Ithaca has taken the proactive step of securing a material equity investment in the Company by Delek at a significant share price premium. This investment reduces the Company's reserve based lending debt levels and provides additional flexibility to pursue value-accretive satellite opportunities in the Greater Stella Area.
Pursuant to the Investment Agreement and subject to customary regulatory and stock exchange approvals, upon closing of the Placing Delek will have the right to nominate two Non-Executive Directors to the Board of Directors of Ithaca.
Completion of the Placing is subject to certain customary conditions and regulatory authorisations, including the approval of the TSX and acceptance by the London Stock Exchange of the application for the Common Shares issued pursuant to the Placing to trading on its Alternative Investment Market ("AIM"). The Company expects completion to occur on or around 16 October 2015. The Common Shares issued under the Placing will be subject to a hold period until the date which is four months and a day from closing.
As a result of the Placing the Company has applied for a total of 81,865,425 Common Shares (the "New Common Shares") to be admitted to trading on AIM ("Admission"). Admission of the New Common Shares is expected to occur on 19 October 2015. Each New Common Share will rank pari passu in all respects with the existing Common Shares of the Company.
Following completion of the Placing, the Company will have 411,384,045 Common Shares issued and outstanding, with one voting right per Common Share. This represents all the outstanding voting securities of the Company. On a fully diluted basis the Company will have 432,837,265 Common Shares in issue, which includes 21,453,220 Common Shares under option.
- ENDS -
About Ithaca Energy
Ithaca Energy Inc. (TSX: IAE, LSE AIM: 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 www.ithacaenergy.com.
The Delek Group, Israel's dominant 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.
Some of the statements and information in this press release are forward-looking. Forward-looking statements and forward-looking information (collectively, "forward-looking statements") are based on the Company's internal expectations, estimates, projections, assumptions and beliefs as at the date of such statements or information, including, among other things, assumptions with respect to production, drilling, construction and maintenance times, well completion times, risks associated with operations, future capital expenditures, continued availability of financing for future capital expenditures including any financing proposed to be obtained pursuant to the Placing, regulatory approval requirements, future acquisitions and dispositions and cash flow. The reader is cautioned that assumptions used in the preparation of such information may prove to be incorrect. When used in this press release, the words and phrases like "anticipate", "continue", "estimate", "expect", "may", "will", "project", "plan", "should", "believe", "could", "target", "in the process of" and similar expressions, and the negatives thereof, whether used in connection with operational activities, the expected completion of the Placing and the use of proceeds therefrom, and the planned transactions to be completed under the Investment Agreement and the receipt of regulatory and other approvals therefor, are intended to identify forward-looking statements. Such statements are not promises or guarantees, and are subject to known and unknown risks, uncertainties and other factors that may cause actual results or events to differ materially from those anticipated in such forward-looking statements. The Company believes that the expectations reflected in those forward-looking statements are reasonable but no assurance can be given that these expectations, or the assumptions underlying these expectations, will prove to be correct and such forward-looking statements included in this press release should not be unduly relied upon. These forward-looking statements speak only as of the date of this press release. Ithaca Energy Inc. expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statement contained herein to reflect any change in its expectations with regard thereto or any change in events, conditions or circumstances on which any forward-looking statement is based except as required by applicable securities laws.
Additional information on these and other factors that could affect Ithaca's operations and financial results are included in the Company's Management's Discussion and Analysis for the quarter ended June 30, 2015, and the Company's Annual Information Form for the year ended December 31, 2014 and in reports which are on file with the Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com).
The securities offered have not been and will not be registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the United States absent registration or an available exemption from the registration requirements thereof. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.