(Updates April 23 story with share reaction in paragraph 5, market cap in 9, Jefferies quote in 11)

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.