|Offer to Acquire Common Shares of Ithaca Energy Inc. - Update|
Tel Aviv, April 21, 2017. Delek Group (TASE: DLEKG, US ADR: DGRLY) (the “Company”) announces that pursuant to what was stated in section 1.7.21 (b) of the Company's Periodic Report for 2016 that was published on March 30, 2017 (ref. no. 2017-01-033078) ("Periodic Report") concerning the offer (the “Offer”) to acquire common shares of Ithaca Energy Inc. ("Ithaca"), 70.3% of the offerees have deposited for the Offer such that the Offer has been accepted.
As of 5:00 p.m. (Toronto time) on April 20, 2017, 241,293,465 common shares of Ithaca have been deposited for the Offer, representing, as stated above, about 70.23% of Ithaca's issued and outstanding common shares, not including the shares owned by the Company or its affiliates.
The total amount of consideration, at this time, that will be paid by the Company for the shares deposited for the Offer to date is approximately CAD 470.5 million (approximately USD 350 million).
Prior to submitting the Offer the Company (through a subsidiary) held 81,865,425 Ithaca common shares representing 19.7% of the Ithaca share capital. Following the response to the Offer as stated above, the Company will hold (through a subsidiary) 323,158,890 common shares and in all will hold 76% of Ithaca's common shares.
Having taken control of Ithaca, the Group will commence to consolidate its financial statements. One of the accounting implications is that the Company's investment in Ithaca common shares prior to the Offer will be measured at fair value, the difference between the fair value and book value being recognized in the income statement. At this point, this profit is estimated at approximately NIS 150 million.
In accordance with the offer documents and applicable law, the period of the offer has been mandatorily extended until 5:00pm Toronto time on May 3, 2017 ("the Extension Period"), during which shareholders who have not yet deposited their shares can still do so.
Ithaca received waivers from the banks and other bodies holding short and medium term commitments that contain change of control clauses, whereby these bodies will not exercise their right of immediate repayment on account of the change of control resulting from the Offer.
For details about Ithaca and the complete offer documents, see section 1.7.21 of Chapter A of the Periodic Report and the Ithaca website: www.ithacaenergy.com.
The Company will report on the final holdings percentage that will be determined at the end of the extension period.
Asaf Bartfeld, President & CEO, Delek Group: “The success of our tender offer is a significant step in the realization of Delek Group’s strategy, as we increasingly evolve into an international energy company. We believe in the great potential of Ithaca and its ability to broaden its activities in the markets in which it operates. Ithaca has a highly professional and quality management team that has given us solid support from the early stages, and we will continue to cooperate closely together, to implement the strategy and goals of the company.”
This is a convenience translation of the original HEBREW immediate report issued to the Tel Aviv Stock Exchange by the Company on April 21, 2017.
About The Delek Group
The Delek Group, Israel's leading 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.