Innovative combination of virtually all Enis UK upstream operations and Ithaca Energy creates a leading UK continental shelf production and growth company.

San Donato Milanese (Milan), 23 April 2024 Eni SpA (Eni) today announced its East Irish Sea assets and CCUS activities (Eni UK Business) in collaboration with Ithaca Energy plc, (Ithaca) on the United Kingdom Continental Shelf (“UKCS”). We have taken strategic steps to significantly strengthen our position in (combined).

Under the terms of the business combination agreement, Eni and Ithaca will combine the Eni UK Business with the existing Ithaca business. The partnership is being financed by issuing new ordinary shares to Eni UK, representing 38.5% of Ithaca's enlarged issued share capital. The economic effective date of the combination is June 30, 2024, and completion is expected in the third quarter of 2024, subject to the satisfaction of certain regulatory and other customary conditions. Among other things, certain customary cash adjustments are made to cash, financial liabilities and working capital, each as of the Economic Effective Date.

Ithaca is one of the largest independent oil and gas companies in the UKCS. It has a significant resource base and plays an important role in the security of energy supplies in the region. UKCS.

The Combination will immediately create a larger and stronger Combined Group with production exceeding 100,000 vehicles in 2024.[1] boepd and has underlying potential to grow organically to 150,0001 boepd by the early 2030s. This combination aims to replicate previous successful executions of upstream combinations formed by Eni using unique satellite models (including Vr Energi in Norway and Azule Energy in Angola). The satellite model is a strategic response to the challenges and opportunities of the energy market, creating focused, efficient companies that can attract new capital to create value through operational and financial synergies and accelerated growth. The combination will enable Eni to continue to pursue successful growth in the UKCS, strengthening its commitment to the UK following the acquisition of Neptune Energy. Eni will be a fully committed, long-term and supportive shareholder of Ithaca and will provide world-class technical capabilities and operational support for the benefit of the union.

Enis CEO Claudio Descalzi said of the combination: “This contract represents another example of Eni adapting to the needs of the changing energy market and, in this case, deploying its successful satellite model. This provides the opportunity to build scale, realize efficient upstream growth and maximize value under a dedicated and focused management structure supported by Eni resources and expertise. The combination with Ithaca represents an exciting opportunity to integrate complementary portfolios that establish a significant position in UKCS with significant growth and optimization opportunities. We have moved quickly to transform Eni's competitive position in the UK following its acquisition of Neptune Energy and see the opportunity to unlock significant long-term value to help Eni and Ithaca address key challenges of security, affordability and sustainability. I checked. Energy supply. Indeed, establishing a leading position in the UK upstream market will reflect an equally strong position in CCS through the Hynet and Bacton Thames projects. This project, together with three other CO2 storage licenses, will provide a total storage capacity of approximately 1 gigatonne and will be the core. Participating in the decarbonisation of industries that are difficult to abate in the UK. With significant investment as a partner in the large-scale Dogger Bank offshore wind farm, Eni is delighted to be a major player across key activities in the UK energy sector.

Combination Highlights

The combination will make Eni a major minority shareholder in the following major independent UKCS operators:

Increased scale and asset diversification through strategic interests in key assets of UKCS

Proforma 2024 production 100,000~110,000[2] Boepd's combined long-lived 2P reserves and 2C resource base of 658 materials, with the potential to make it the largest operator in the UKCS with production in 2030.[3] mmboe has interests in 37 producing assets with resource lives in excess of 15 years, based on expected production in 2023, in six of the ten largest fields in the UKCS, including Rosebank, Cambo, Schiehallion, Mariner Area and Elgin/. I own shares. Franklin and J-Area) A combination that creates a diverse and balanced portfolio with a 49% gas proportion based on expected production in 2023

Immediately applicable to CFFO, providing increased flexibility and optionality for shareholder returns and growth.

Our complementary portfolios unlock the potential for material, long-term organic growth that can unlock significant value through operating and financial synergies. Organic growth potential to potentially increase combined group production to more than 150,000 boepd by the early 2030s. Strong cash flow generation and operational scale create options for the future. Providing additional growth with shareholder returns and inorganic investments, this combination is expected to enhance Ithacas' credit rating with a path towards investment grade. Committed to a 30% after-tax CFFO dividend in 2024 and 2025 and total shareholder distributions of $500 million per year, including special dividends, up to and including required. All dividends are determined based on operating performance, raw material prices and consolidated group refinancing.

As a long-term supportive shareholder of the Combined Group, you can benefit substantially from Eni.

As part of the transaction, Combined Group has entered into a technology services agreement with Eni that will enable it to leverage Enis' leading operational capabilities and leadership to support its future growth plans in all areas where Eni has a strong track record. Benefit from Enis world-class exploration capabilities, including (i) Enis operational support, including subsurface technical expertise and access to the Enis Innovation Center and suite of digital tools; (ii) access to proprietary supercomputers and rigorous screening processes; .

Relationship Agreements and Corporate Governance

Upon completion, Eni will enter into a relationship agreement with Ithaca on terms substantially similar to the relationship between Delek and Ithaca Energy. This will give Eni the right to appoint two non-executive directors to the Ithaca Board of Directors, as long as they hold, directly or indirectly, at least 20% of the issued share capital of the combined group. It will be granted. The combined group issued share capital to appoint one observer to the Remuneration Committee and the Audit and Risk Committee. Appoint one director to the Nominating and Governance Committee.

Upon completion, Eni is expected to be eligible to recommend the Combined Group's next CEO nomination in accordance with the policies and processes of the Ithacas Nomination and Governance Committee.

Further information on the composition of the Combined Group's Board of Directors and other senior management appointments will be announced in due course.

free float

Due to the share issue to Eni UK and Ithaca's existing shareholder structure, the combination will bring the number of public ordinary shares to 7% and below the 10% minimum required by Financial Conduct Authority listing rules. . Therefore, in order to keep the number of public common shares above 10%, Delek has committed to sell approximately 3% of Ithaca's enlarged issued share capital prior to completion.

Delek will also enter into a call option agreement with Eni UK, which will give Eni UK the option to require Delek to transfer Ithaca shares representing approximately 1% of the enlarged issued share capital. Once the sale is complete and the call option is exercised, Delek will own 52.7% of Ithacas common stock, Eni will own 37.3%, and 10% of Ithacas common stock will be held publicly.

Sources 1/ https://Google.com/ 2/ https://www.eni.com/en-IT/media/press-release/2024/04/transformational-combination-of-substantially-all-of-eni-s-uk-upstream-operations-with-ithaca-energy-creating-a-leading-united-kingdom-continental-shelf-production-and-growth-company.html The mention sources can contact us to remove/changing this article

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