22:59:38 EDT Thu 25 Apr 2024
Enter Symbol
or Name
USA
CA



Ithaca Energy Inc
Symbol IAE
Shares Issued 415,049,036
Close 2017-04-20 C$ 1.94
Market Cap C$ 805,195,130
Recent Sedar Documents

Ithaca Energy has 70.3% of holders accept Delek offer

2017-04-21 06:27 ET - News Release

Mr. Les Thomas reports

ITHACA ENERGY INC.: DELEK TAKEOVER CONDITIONS SATISFIED

The conditions of the cash takeover offer for all the common shares of Ithaca Energy Inc. not owned by Delek Group Ltd. or any of its affiliates for $1.95 per share have been satisfied and the offer has been accepted by holders of approximately 70.3 per cent 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 April 20, 2017, will be made to Computershare Trust Company of Canada, as the depositary for the offer, by no later than April 25, 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 Ltd., a wholly owned affiliate of Delek, will own and control 323,158,890 common shares, representing approximately 76 per cent 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 5 p.m. ET on May 3, 2017, 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. 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 and on SEDAR.

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 Alternative Investment Market listing. The relationship agreement will terminate the investment agreement dated Oct. 9, 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 per cent 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 per cent 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 Feb. 6, 2017; and (iv) to the extent that Ithaca continues to be listed on the Toronto Stock Exchange 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.

About Ithaca Energy Inc.

Ithaca Energy is a North Sea oil and gas operator focused on the delivery of lower-risk growth through the appraisal and development of U.K. undeveloped discoveries and the exploitation of its existing U.K. producing asset portfolio. Ithaca's strategy is centred on generating sustainable long-term shareholder value by building a highly profitable 25,000-barrel-of-oil-equivalent-per-day North Sea oil and gas company.

We seek Safe Harbor.

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