Ithaca Energy PLC Exercise of share options by director (3749L)

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 - [e-mail]

FTI Consulting (PR Advisers to Ithaca Energy)

Ben Brewerton / Nick Hennis - [phone] or [e-mail]

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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December 30, 2022 07:00 ET (12:00 GMT)