- FINANCE, STRATEGY AND REPORTING
San Donato Milanese (Milan), 23 April 2024 – Eni S.p.A. (“Eni”) is pleased to announce today that it has reached an agreement on the combination of substantially all of its upstream assets in the UK, excluding East Irish Sea assets and CCUS activities (“Eni UK Business”) with Ithaca Energy plc, (“Ithaca”), marking a strategic move to significantly strengthen its presence on the UK Continental Shelf (the "UKCS") (the “Combination”).
Under the terms of the business combination agreement Eni and Ithaca will combine the Eni UK Business with the existing Ithaca business. The Combination is being funded through the issue to Eni UK of such number of new ordinary shares that represents 38.5% of the enlarged issued share capital of Ithaca. The economic effective date for the Combination will be 30 June 2024, with Completion expected in Q3 2024, subject to the satisfaction of certain regulatory and other customary conditions precedent. Certain customary cash adjustments will be made for, amongst other things, cash, financial debt and working capital, each as at the economic effective date.
Ithaca is one of the largest independent oil and gas companies on the UKCS, with a substantial resource base and playing a key role in energy supply security in the region, with stakes in six of the ten largest fields and the top two largest development fields on the UKCS.
The Combination will immediately create an enlarged and stronger Combined Group with 2024 production greater than 100,000[1] boepd and the underlying potential to organically grow to 150,0001 boepd by the early 2030s. The Combination is aimed at replicating the previous successful execution of upstream combinations that Eni has formed using its distinctive Satellite Model (including Vår Energi in Norway and Azule Energy in Angola). The Satellite Model is a strategic response to the challenges and opportunities of energy markets, creating focussed and lean companies able to attract new capital to create value through operating and financial synergies and the acceleration of growth. The Combination will allow Eni to continue pursuing its successful growth on the UKCS, thereby strengthening its commitment to the UK post the Neptune Energy acquisition. Eni will be a fully committed, long-term and supportive shareholder of Ithaca, and will bring its world class technical capabilities and operational support to benefit the Combination.
Commenting on the Combination, Eni’s CEO, Claudio Descalzi, said: “This agreement represents a further example of Eni adapting to the demands of the changing energy market and in this case deploying our successful Satellite Model. It affords the opportunity to build scale, realising efficient upstream growth and maximising value under a dedicated and focused management structure supported by Eni resources and expertise. The combination with Ithaca represents an exciting opportunity for us to bring together complementary portfolios establishing a material position on the UKCS with significant growth and optimisation opportunities. We have moved quickly after the acquisition by Eni of Neptune Energy to transform our competitive position in the UK and we see the opportunity for Eni and Ithaca to realise material long-term value in helping to address the key challenges of security, affordability and sustainability of energy supply. Indeed, establishing a leading position in the UK upstream market will mirror our equally strong position in CCS with our Hynet and Bacton Thames projects which together with 3 other CO2 storage licences gives us around 1Giga Tonn of gross storage capacity and will see us become a key player in the decarbonisation of the UK’s hard-to-abate industries. With our significant investment as a partner in the giant Dogger Bank offshore wind farm, Eni is pleased to be a major player across key activities in the UK’s energy sector.”
Combination Highlights
The Combination will result in Eni becoming a significant minority shareholder in the leading independent UKCS operator, with:
Increased scale and asset diversification, with strategic interests in key assets on the UKCS
Immediately accretive to CFFO, providing enhanced flexibility and optionality for shareholder returns and growth
Tangible benefits to be derived from Eni as a long-term supportive shareholder of the Combined Group
Relationship Agreement and Corporate Governance
At Completion, Eni will enter into a relationship agreement with Ithaca on substantially similar terms to the relationship between Delek and Ithaca Energy. This will entitle Eni, for so long as it directly or indirectly holds greater than 20% of the Combined Group’s issued share capital, the right to appoint two non-executive directors to the Ithaca Board and for so long as it holds greater than 25% of the Combined Group’s issued share capital, to appoint one observer to the Remuneration Committee and the Audit and Risk Committee; and appoint one director to the Nomination and Governance Committee.
From Completion, it is anticipated that Eni will be entitled to recommend the nomination of the next proposed CEO of the Combined Group in accordance with the policies and processes of Ithaca’s Nomination and Governance Committee.
Further information on the composition of the board of directors of the Combined Group, and other senior management appointments, will be announced in due course.
Free Float
As a consequence of the issue of shares to Eni UK, and Ithaca’s existing shareholder structure, the Combination would result in the number of ordinary shares in public hands being 7%, and below the minimum 10% as required by the Financial Conduct Authority listing rules. Therefore, in order to ensure that the number of ordinary shares in public hands remains at or above 10%, Delek has undertaken to sell-down approximately 3% of the enlarged issued share capital of Ithaca prior to Completion.
Delek will also enter into a call option arrangement with Eni UK, pursuant to which it will have the option to require Eni UK to transfer to Delek such shares in Ithaca as represents approximately 1% of the enlarged issued share capital. Once the sell down is complete and if this call option is exercised, Delek will hold 52.7% and Eni will hold 37.3% of Ithaca’s ordinary shares, with 10% of Ithaca’s ordinary shares being held in public hands.
Sign up to our newsletter and activate your e-mail alert to discover the insights from the world of Eni
I, the undersigned, state that I have read the eni.com Privacy Policy.
Eni S.p.A., as the Processing Owner, informs users that their personal data will be processed in accordance with the provisions envisaged in REGULATION (EU) 2016/679 ("GDPR") with the methods and for the purposes indicated in the Privacy Policy. I, the undersigned, state that I consent to the processing of my data for:
Eni.com is a digitally designed platform that offers an immediate overview of Eni's activities. It addresses everyone, recounting in a transparent and accessible way the values, commitment and perspectives of a global technology company for the energy transition.
Discover our missionIf you want to change topic, clear the chat and make a new query to receive more relevant results.
This will delete the question history.
If you want to change topic, clear the chat and make a new query to receive more relevant results. This will delete the question history.
Here you can find the full list of your queries.
The answers are generated by artificial intelligence, therefore they may contain inaccuracies. Please read the terms and conditions of use.
EnergIA is an innovative tool based on artificial intelligence capabilities, which can help you navigate the contents of eni.com, quickly finding answers to your questions. EnergIA can also perform a search on a specific topic, providing the most up-to-date data available, or it can invite you to delve deeper into a topic of your interest by suggesting links and specific readings. Start now!
EnergIA is an innovative tool based on artificial intelligence capabilities, which can help you navigate the contents of eni.com, quickly finding answers to your questions. Start now!
EnergIA (ener'dʒia) is a system based on Generative Artificial Intelligence.
Thanks to this technology, we can respond to your requests by querying the most relevant content and documents available on eni.com. (Note: financial documents from the last 12 months and press releases from the last 2 years are considered.)
Through EnergIA, you can delve into topics of interest and have a real-time window into the world of Eni.
If you wish to search for a specific document, press release or news, use the traditional search engine via the magnifying glass icon.
Like all systems that leverage Generative Artificial Intelligence, EnergIA may generate inaccurate or outdated responses. Always consult the sources that EnergIA proposes as the origin of the generated information.
If the system fails to find an exact match for the requested content, it still tends to provide a response.
If you find any inaccuracies in the provided response, please send us your feedback at the bottom of the page: it will be very helpful for us to improve.
Remember that the content generated by the system does not represent Eni’s official position. We therefore invite stakeholders to refer to their designated contacts for official statements: Press Office for journalists, Investor Relations for analysts and investors, Company Secretariat for shareholders etc..
EnergIA can understand questions posed in almost all languages, but we prefer to provide you with a response in English or Italian, the two languages available on eni.com. If you ask a question in Italian, the content on the site in Italian will be consulted. If you ask it in English or any other language, the content in English will be consulted. (Note: the language Eni uses for financial documents/content is predominantly English.)
If questions are formulated that violate the set security criteria, the system will not proceed with processing the response. Please remember not to send personal data.
By using this service, the users acknowledge that they have read and accepted the terms and conditions of use.
Search
EnergIA (ener'dʒia) is a system based on Generative Artificial Intelligence.
Thanks to this technology, we can respond to your requests by querying the most relevant content and documents available on eni.com. (Note: financial documents from the last 12 months and press releases from the last 2 years are considered.)
Through EnergIA, you can delve into topics of interest and have a real-time window into the world of Eni.
If you wish to search for a specific document, press release or news, use the traditional search engine via the magnifying glass icon.
Like all systems that leverage Generative Artificial Intelligence, EnergIA may generate inaccurate or outdated responses. Always consult the sources that EnergIA proposes as the origin of the generated information.
If the system fails to find an exact match for the requested content, it still tends to provide a response.
If you find any inaccuracies in the provided response, please send us your feedback at the bottom of the page: it will be very helpful for us to improve.
Remember that the content generated by the system does not represent Eni’s official position. We therefore invite stakeholders to refer to their designated contacts for official statements: Press Office for journalists, Investor Relations for analysts and investors, Company Secretariat for shareholders etc..
EnergIA can understand questions posed in almost all languages, but we prefer to provide you with a response in English or Italian, the two languages available on eni.com. If you ask a question in Italian, the content on the site in Italian will be consulted. If you ask it in English or any other language, the content in English will be consulted. (Note: the language Eni uses for financial documents/content is predominantly English.)
If questions are formulated that violate the set security criteria, the system will not proceed with processing the response. Please remember not to send personal data.
By using this service, the users acknowledge that they have read and accepted the terms and conditions of use.
A new window into Eni’s world, at your disposal. EnergIA is an innovative tool based on artificial intelligence capabilities, which can help you navigate the contents of eni.com, quickly finding answers to your questions.