TIDMKIST
RNS Number : 3711V
Kistos PLC
14 April 2021
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO
ANY PERSON LOCATED OR RESIDENT IN, ANY JURISDICTION WHERE IT IS
UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT AMOUNTS TO A FINANCIAL PROMOTION FOR THE
PURPOSES OF SECTION 21 OF THE FINANCIAL SERVICES AND MARKETS ACT
2000 (AS AMENDED) ("FSMA") AND HAS BEEN APPROVED BY PRIMARYBID
LIMITED ("PRIMARYBID") WHICH IS AUTHORISED AND REGULATED BY THE
FINANCIAL CONDUCT AUTHORITY ("FCA") (FRN 779021)
14 April 2021
Kistos PLC
(" Kistos " or the " Company ") ( LON: KIST )
PrimaryBid Offer in Relation to Proposed Acquisition
Kistos ( LON: KIST ), the AIM quoted closed-ended investment
company which has been established with the objective of creating
value for its investors through acquisitions and management of
companies or businesses in the energy sector , is pleased to
announce a conditional offer for subscription via PrimaryBid (the
"PrimaryBid Offer") of new ordinary shares of nominal value 10
pence each in the Company ("New Ordinary Shares"). The price at
which the New Ordinary Shares will be placed will be determined at
the end of the bookbuild (the "Issue Price") . The Company is also
conducting a placing (the "Placing") and subscription (the
"Subscription") of New Ordinary Shares at the Issue Price with
institutional and other investors as announced on 12 March
2021.
The Company will use the funds raised from the PrimaryBid Offer,
the Placing and the Subscription to form part of the consideration
to acquire the entire issued and outstanding share capital of Tulip
Oil Netherlands B.V. ("TON") from Tulip Oil Holding B.V. (the
"Acquisition"), which was announced by the Company on 12 March
2021. TON, via its wholly-owned subsidiary, Tulip Oil Netherlands
Offshore B.V., owns an operating interest in the Q10-A offshore gas
field and interests in other fields in the Dutch North Sea,
including the Q10-B, Q11-B and M10/M11 discoveries, and other
exploration and appraisal projects. Upon completion of the
Acquisition, which constitutes a reverse takeover for the purposes
of Rule 14 of the AIM Rules for Companies, the Company expects to
cease to be an investing company under the AIM Rules for Companies
and instead become a trading company.
The PrimaryBid Offer, the Placing and the Subscription are
conditional on the New Ordinary Shares to be issued pursuant to the
PrimaryBid Offer, the Placing and the Subscription being admitted
to trading on AIM, the market of that name operated by London Stock
Exchange plc ("Admission"). Admission is expected to be take place
during the week commencing 17 May 2021. The PrimaryBid Offer will
not complete unless the Placing and the Subscription also complete
and Admission is also subject to approval of the Acquisition by
Kistos' shareholders ("Shareholders") at a general meeting in
accordance with the requirements of Rule 14 of the AIM Rules for
Companies.
Acquisition highlights:
-- The Acquisition comprises a controlling (60%) interest in the
Q10-A offshore gas field together with interests in a suite of
offshore exploration and production licences in the Dutch North
Sea.
-- The Q10-A field has 2P reserves of 19.5 mmboe and generated
total net production of 5.47 mboe/d in 2020.
-- Q10-A is reliant on solar and wind power. Its carbon
emissions from production operations were <10g C0 (2) e/boe in
2020 and 17g C0 (2) e/boe in 2019. These are significantly below
the North Sea average of 21 kg C0 (2) /boe. The Acquisition is
consequently in line with the Company's strategy to acquire assets
with a role in the energy transition.
-- Plans for the future developments of the assets being
acquired by Kistos utilise wind and solar power, which will make
Kistos one of the lowest CO (2) /boe emitters of Scope 1 emissions
from upstream operations in North West Europe.
-- The group to be acquired recorded aggregated EBITDA of EUR
30.60 million in the year to 31 December 2020 (2019: EUR 36.27
million) and profit before tax in the same period of EUR 16.27
million (2019: EUR 38.66 million).
-- The realised gas price in the year to 31 December 2020 was
EUR 11.58/mWh (2019: EUR 12.55/mWh). The realised prices and
forward curve imply an average 2021 gas price of EUR 18.30/mWh.
-- The Q10-B, Q11-B and M10a/M11 discoveries potentially have in
total 78.5 mmboe of 2C resources, each with development plans
prepared, and provide material growth opportunities for Kistos
going forward
-- In addition, TON holds various exploration prospects and
appraisal projects that provide optionality and upside to investors
across the portfolio.
PrimaryBid Offer
The Company values its retail investor base and is therefore
pleased to provide private and other investors the opportunity to
participate in the PrimaryBid Offer by applying exclusively through
the PrimaryBid mobile app available on the Apple App Store and
Google Play. PrimaryBid does not charge investors any commission
for this service.
The PrimaryBid Offer, via the PrimaryBid mobile app, will be
open to individual and institutional investors immediately
following the release of this announcement. The PrimaryBid Offer
will close at 10.00 a.m. on 19 April 2021. The PrimaryBid Offer may
close early if it is oversubscribed.
The Company, in consultation with PrimaryBid, reserves the right
to scale back any order at its discretion. The Company and
PrimaryBid reserve the right to reject any application for
subscription under the PrimaryBid Offer without giving any reason
for such rejection.
No commission is charged to investors on applications to
participate in the PrimaryBid Offer made through PrimaryBid. It is
vital to note that once an application for New Ordinary Shares has
been made and accepted via PrimaryBid, an application cannot be
withdrawn.
For further information on PrimaryBid or the procedure for
applications under the PrimaryBid Offer, visit www.PrimaryBid.com
or email PrimaryBid at enquiries@primarybid.com.
The New Ordinary Shares will be issued free of all liens,
charges and encumbrances and will, when issued and fully paid, rank
pari passu in all respects with the Company's existing ordinary
shares of nominal value 10 pence each.
Enquiries:
Kistos plc
Andrew Austin c/o Camarco Tel: 0203 757
4983
PrimaryBid Limited enquiries@primarybid.com
Fahim Chowdhury / James Deal
Panmure Gordon
Nick Lovering / Atholl Tweedie Tel: 0207 886 2500
/ Ailsa Macmaster
Camarco
Billy Clegg / James Crothers /Hugo Tel: 0203 757 4983
Liddy
Details of the PrimaryBid Offer
The Company highly values its retail investor base. The Company
believes that it is appropriate to provide retail and other
interested investors the opportunity to participate in the
PrimaryBid Offer. The Company is therefore making the PrimaryBid
Offer available exclusively through the PrimaryBid mobile app.
The Offer is offered under the exemptions against the need for a
prospectus allowed under the Prospectus Regulation Rules of the
FCA. As such, there is no need for publication of a prospectus
pursuant to the Prospectus Regulation Rules, or for approval of the
same by the FCA. The PrimaryBid Offer is not being made into any
jurisdiction where it would be unlawful to do so.
There is a minimum subscription of GBP100 per investor under the
terms of the PrimaryBid Offer which is open to existing
Shareholders and other investors subscribing via the PrimaryBid
mobile app.
For further details please refer to the PrimaryBid website at
www.PrimaryBid.com . The terms and conditions on which the
PrimaryBid Offer is made, including the procedure for application
and payment for New Ordinary Shares, is available to all persons
who register with PrimaryBid.
Investors should make their own investigations into the merits
of an investment in the Company. Nothing in this announcement
amounts to a recommendation to invest in the Company or amounts to
investment, taxation or legal advice.
It should be noted that a subscription for New Ordinary Shares
and investment in the Company carries a number of risks. Investors
should consider the risk factors set out on PrimaryBid.com before
making a decision to subscribe for New Ordinary Shares. Investors
should take independent advice from a person experienced in
advising on investment in securities such as the New Ordinary
Shares if they are in any doubt.
END
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