|Publication of an offer for the acquisition of the entire share capital of Ithaca Energy Inc.|
Tel Aviv, March 14, 2017. Delek Group (TASE: DLEKG, US ADR: DGRLY) ("the Company")
The Offer and the initial deposit period will be open for acceptance until 17:00 (Toronto time) on April20, 2017 ("the Expiry Time"), unless the Offer is extended or withdrawn.
Successful completion of the Offer is subject to, among other things, more than 50% of the Ithacacommon shares outstanding being deposited under the Offer (other than the common shares ownedby Delek Group or any of its affiliates), meaning approximately 40% of Ithaca's share capital ("theMinimum Tender Condition"), and the fulfillment of other conditions. If the Minimum Tender Conditionis not satisfied, the Offeror will not take up any deposited common shares. Provided the MinimumTender Condition is satisfied and all other conditions to the Offer are satisfied or, where permitted,waived, the Offeror will be required to buy the shares from the shareholders that validly depositedtheir shares, and the Offer will be opened for an additional period of 10 days.
If within 120 days after the date of the Offer, the Offer is accepted by shareholders who in theaggregate hold not less than 90% of the issued and outstanding common shares, on a fully-dilutedbasis (other than common shares held at the date of the Offer by or on behalf of the Offeror or itsaffiliates or associates), and the Offeror acquires those deposited common shares under the Offer, theOfferor may, at its option, acquire those common shares which remain outstanding held by thosepersons who did not accept the Offer pursuant to a compulsory acquisition. There is no obligation onthe Offeror to complete such a compulsory acquisition or other subsequent offer to acquire all theoutstanding common shares after completion of the Offer.
Ithaca's Board of Directors (excluding the directors nominated by the Offeror) has unanimouslydetermined, following consultation with its financial and legal advisors, that the Offer is fair from afinancial point of view to Ithaca's shareholders and is in the best interests of Ithaca and itsshareholders, and accordingly, unanimously recommends that Ithaca's shareholders accept the Offerand deposit their shares. Ithaca's Board of Directors is mailing its directors' circular containing theirrecommendation to Ithaca's shareholders today, March 14, 2017. The full version of the directors'circular of Ithaca's Board of Directors is available for review on Ithaca's website:www.ithacaenergy.com and on SEDAR: www.sedar.com.
For information about Ithaca see section 1.7.21 in Part A of the Company's periodic report for 2015,as amended on May 30, 2016 (Ref: 2016-01-037758), and visit Ithaca's website.
Please note that there is no certainty that a sufficient number of shares will be deposited to the Offer, or that the other conditions to the Offer will be satisfied (or, where permissible, waived) and, as such,the Offer may not be completed. The Company will issue an immediate report on the results of the Offer shortly after the Expiry Time.
This is a convenience translation of the original HEBREW immediate report issued to the Tel Aviv Stock Exchange by the Company on March 14, 2017.
About The Delek Group
The Delek Group, Israel's dominant integrated energy company, is the pioneering leader of the natural gas exploration and production activities that are transforming the Eastern Mediterranean's Levant Basin into one of the energy industry's most promising emerging regions. Having discovered Tamar and Leviathan, two of the world's largest natural gas finds since 2000, Delek and its partners are now developing a balanced, world-class portfolio of exploration, development and production assets with total gross natural gas resources discovered since 2009 of approximately 40 TCF.
In addition, Delek Group has a number of assets in downstream energy, water desalination, and in the finance sector.
For more information on Delek Group please visit www.delek-group.com