TIDMITH TIDMTTM
RNS Number : 3749L
Ithaca Energy PLC
30 December 2022
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, IN OR INTO OR FROM THE UNITED STATES,
AUSTRALIA, CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS
ANNOUNCEMENT.
THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION
For immediate release
30 December 2022
Ithaca Energy plc (the "Company")
Exercise of share options by director
As set out in the Company's prospectus dated 9 November 2022
(the "Prospectus"), Mr Gilad Myerson, Executive Chairman of the
Company, has an option over ordinary shares in the Company (the "GM
Option"), representing a right to subscribe for ordinary shares in
the Company (the "GM Option Shares"). The GM Option became
immediately exercisable on occurrence of the Company's initial
public offering (the "IPO").
On 29 December 2022, Mr Myerson submitted exercise instructions
to the Company in respect of approximately 60% of the GM Option
(the "Option Exercise") in order to acquire and hold additional
ordinary shares of the Company. The Option Exercise was granted
over such number of ordinary shares of the Company as have a value
on the exercise date of US$3.00 million (being approximately
GBP2.49 million). Accordingly, the part-exercise of the GM Option
will result in Mr Myerson acquiring 1,402,759 GM Option Shares,
based on the Company's share price of 177.60 pence as of 29
December 2022. As a result of the Option Exercise, Mr Myerson will
subsequently hold 0.32% of the Company's issued share capital. The
remainder of the GM Option which is not exercised on this occasion
will remain outstanding and capable of exercise by Mr Myerson on
accordance with the terms of the GM Option.
Mr Myerson will not be selling any GM Option Shares as part of
the Option Exercise and the GM Option Shares remain subject to the
lock-up agreed to by the Directors in the IPO, as detailed in the
Prospectus.
Mr Myerson's increased shareholding further aligns his interests
with those of the Company's shareholders in the realisation of
maximum shareholder value, and Mr Myerson continues to be
incentivised by the Management Equity Plan, with ordinary shares
vesting over a five-year period starting from 1 October 2021.
Enquiries
Ithaca Energy
Kathryn Reid - Head of Investor Relations, Corporate Affairs
& Communications - kathryn.reid@ithacaenergy.com
FTI Consulting (PR Advisers to Ithaca Energy)
Ben Brewerton / Nick Hennis - +44 (0)203 727 1000 or
ithaca@fticonsulting.com
IMPORTANT NOTICE
The publication or distribution or release of this announcement
in certain jurisdictions may be restricted by law. This
announcement is for information purposes only and shall not
constitute or form part of an offer to buy, sell, issue, acquire or
subscribe for, or the solicitation of an offer to buy, sell, issue,
acquire or subscribe for any securities, nor shall there be any
sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful. No action has been taken
that would permit an offering of the securities referred to in this
announcement or possession or distribution of this announcement or
any other offering or publicity material relating to the securities
referred to in this announcement in any jurisdiction where action
for that purpose is required. Persons into whose possession this
announcement comes are required to inform themselves about, and to
observe, such restrictions. Any failure to comply with these
restrictions may constitute a violation of the securities laws of
such jurisdictions.
This announcement and any offer of securities to which it
relates are only addressed to and directed at (1) in the United
Kingdom and in any member state of the European Economic Area,
persons who are qualified investors in such member state within the
meaning of the Prospectus Regulation (Regulation (EU) 2017/1129)
(the "Prospectus Regulation") or in the United Kingdom within the
meaning of the Prospectus Regulation as it forms part of retained
EU law by virtue of the European Union (Withdrawal) Act 2018
("Qualified Investors"); and (2) in the United Kingdom, Qualified
Investors who (a) have professional experience in matters relating
to investments who fall within article 19(5) of the Financial
Services and Market Act 2000 (Financial Promotion) Order 2005 (as
amended) (the "Order") or (b) fall within article 49(2)(a) to (d)
of the Order or (c) are persons to whom an offer of securities may
otherwise lawfully be made ("relevant persons"). The information
set out in this announcement must not be acted on or relied on by
persons in the European Economic Area who are not Qualified
Investors or by persons in the United Kingdom who are not relevant
persons. Any investment or investment activity to which this
announcement relates is available in the European Economic Area
only to Qualified Investors and in the United Kingdom only to
relevant persons and will be engaged in only with such persons.
In particular, this announcement does not constitute or form
part of any offer to buy, sell, issue, acquire or subscribe for, or
the solicitation of an offer to buy, sell, issue, acquire, or
subscribe for any securities in any jurisdiction into which such
offer or solicitation would be unlawful.
The securities referred to in this announcement have not been
and will not be registered under the United States Securities Act
of 1933, as amended (the "Securities Act"), and may not be offered,
sold or transferred, directly or indirectly, within the United
States, except pursuant to an exemption from, or in a transaction
not subject to, the registration requirements of the Securities Act
and the securities laws of any state or other jurisdiction of the
United States.
The offer and sale of securities referred to herein has not been
and will not be registered under the Securities Act or under the
applicable securities laws of Australia, Canada, Japan or South
Africa. Subject to certain exceptions, the securities referred to
herein may not be offered or sold in Australia, Japan or South
Africa or to, or for the account or benefit of, any national,
resident or citizen of Australia, Japan or South Africa.
No public offering of the securities referred to herein is being
made in the United Kingdom, the United States, Australia, Canada,
Japan, South Africa or any other jurisdiction. No prospectus or
offering document has been or will be prepared by the Company in
connection with the announcement.
1. Details of the person discharging managerial responsibilities/
person closely associated
a) Name Gilad Myerson
----------------------- ----------------------------------------
2. Reason for the notification
-----------------------------------------------------------------
a) Position/status Executive Chair and Director
----------------------- ----------------------------------------
b) Initial notification/ Initial Notification
Amendment
----------------------- ----------------------------------------
3. Details of the issuer, emission allowance market
participant, auction platform, auctioneer or auction
monitor
-----------------------------------------------------------------
a) Name Ithaca Energy plc
----------------------- ----------------------------------------
b) LEI 21380057TNFLXPXBIP34
----------------------- ----------------------------------------
4. Details of the transaction(s): section to be repeated
for (i) each type of instrument; (ii) each type of
transaction; (iii) each date; (iv) each place where
transactions have been conducted
-----------------------------------------------------------------
a) Description Ordinary 1p shares
of the financial
instrument,
type of instrument
----------------------------------------
Identification ISIN: GB00BPJHV584
code
----------------------- ----------------------------------------
b) Nature of Part-exercise of a nominal-cost option
the transaction over ordinary shares
----------------------- ----------------------------------------
c) Price(s) and Price(s) Volume(s)
volume(s) GBP0.01 per share 1,402,759
----------
----------------------- ----------------------------------------
d) Aggregated Not applicable - single transaction
information
----------------------- ----------------------------------------
e) Date of the 29 December 2022
transaction
----------------------- ----------------------------------------
f) Place of the Outside a trading venue
transaction
----------------------- ----------------------------------------
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END
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