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: +44 20
7677-0230) 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.
END.