By Deep Kaushik Vakil and Shanima A

April 23 (Reuters) - Ithaca Energy has agreed to

buy nearly all Eni's UK oil and gas producing assets

for about 754 million pounds ($938.3 million) in stock, as it

looks to become one of the biggest independent energy companies

in the North Sea.

The combined entity would be able to produce more than

100,000 barrels of oil equivalent per day until at least 2028,

and aims to pay dividends of up to $500 million each in 2024 and

2025, Ithaca said on Tuesday.

The North Sea is an energy-rich region in the Atlantic Ocean

that has long been coveted by European oil and gas companies for

its potential, but aging reserves and security concerns have

made development there challenging.

Ithaca is buying all of Eni's oil and gas producing assets

in Britain, excluding its East Irish Sea assets and its carbon

capture and storage activities in the country. The assets

include those from Eni's recent purchase of Neptune Energy.

Shares of London-listed Ithaca were up 0.2% on Wednesday

after bouncing nearly 3% earlier. Eni shares in Milan were down

more than 1.5% after it also reported first-quarter results.

"The agreement affords the opportunity to build scale,

realizing efficient upstream growth and maximizing value under a

dedicated and focused management structure," said Eni CEO

Claudio Descalzi.

The transaction is part of Eni's broader strategy to develop

businesses focused on a geographical area or a specific activity

and share the investment efforts with a partner.

Ithaca, owned by Tel Aviv-listed Delek Group,

will issue new shares to Eni, which will hold 38.5% of Ithaca's

enlarged share capital. Based on Tuesday's closing share price,

those shares are worth 754 million pounds.

The combined group will have a market capitalisation of

around 2 billion pounds. Delek will hold just over 50% of Ithaca

when the deal closes, and Eni will be entitled to nominate the

next CEO.

The deal is expected to close in the third quarter, but will

take effect from June 30 for the purposes of financial

reporting.

Jefferies, which is among the financial advisers to Ithaca,

said the deal represents further consolidation in the UK North

Sea oil and gas sector.

That comes amid fiscal uncertainty around the impact of

potential future policies from the opposition Labour Party, it

said, which is far ahead in opinion polls ahead of an election

expected later this year.

Ithaca forecast output at the combined company, with 37

producing assets, at between 80,000 and 87,000 barrels of oil

equivalent per day (boe/d) in 2024, with the potential to grow

to 150,000 boe/d by the early 2030s.

Its Executive Chairman Gilad Myerson said the deal will

allow the company to improve shareholder returns by paying

special dividends through next year, while leaving it

well-placed for organic and inorganic growth in the future.

Fitch Ratings estimated that the deal will give a $400

million boost to the company's pre-tax earnings between 2025 and

2027.

($1 = 0.8036 pounds)