AIM Schedule One - Kistos Holdings PLC (1371H)
November 22 2022 - 2:00AM
UK Regulatory
TIDMKIST
RNS Number : 1371H
AIM
22 November 2022
ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION
IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM
RULES")
COMPANY NAME:
Kistos Holdings plc
COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY
TRADING ADDRESS (INCLUDING POSTCODES) :
2(nd) Floor, 3 St James's Square, London SW1Y 4JU, United Kingdom
COUNTRY OF INCORPORATION:
England and Wales
COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED
BY AIM RULE 26:
https://kistosplc.com/investors/aim-rule-26/
COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE
TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED:
Kistos Holdings plc was incorporated in England and Wales on
17 November 2022 to act as a new holding company for the group
companies of Kistos plc, subject to the completion of a reorganisation
to completed by way of a Court sanctioned scheme of arrangement
pursuant to Part 26 of the Companies Act 2006 (as amended).
Kistos plc is a holding company incorporated in England and
Wales on 14 October 2020. Kistos plc was established with the
objective of creating value for its investors through the acquisition
and management of companies or businesses in the energy sector.
Kistos plc's main country of operation is the United Kingdom,
with material operations in the Netherlands.
To date Kistos plc has made two significant acquisitions:
(i) it completed the acquisition of Tulip Oil Netherlands on
20th May 2021; and
(ii) it completed the acquisition of a portfolio of license
interests and associated infrastructure in the Greater Laggan
Area of the North Sea, with an effective date of 1 January
2022, on the 11 July 2022.
The latter transaction more than doubled Kistos plc's annualised
production to 12.4 kboe/d on a pro forma basis in the first
half of 2022. In the meantime, output from the group operated
Q10-A field in the Dutch sector of the North Sea benefited
from the drilling and workover campaign conducted between July
2021 and February 2022. Average daily production net to the
Group's 60% interest in the field was 6.1 kboe/d in the six
months to 30 June 2022 or 5% higher than the equivalent six-month
period a year earlier. Scope 1 emissions from the Q10-A platform
remain industry leading at approximately 1 gram of CO2e/boe.
This follows the 2021 upgrade of the wind turbines on the renewably
powered facility, which is also fitted with solar panels and
is only visited by boat. The business in the Netherlands benefited
from higher gas prices in the first half of 2022, with average
realisations of EUR83.55/MWh versus EUR20.71/MWh in the 6 months
to 30 June 2021. Including pro forma realisations from the
Greater Laggan Area, average realisations for the period were
EUR82.65/MWh. On an oil equivalent basis, the company estimates
pro forma revenue from Q10-A and the Greater Laggan Area averaged
US$151.2/boe.
DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS
AS TO TRANSFER OF THE SECURITIES (i.e. where known, number
and type of shares, nominal value and issue price to which
it seeks admission and the number and type to be held as treasury
shares):
82,863,743 ordinary shares of nominal value 10 pence each in
the capital of Kistos Holdings plc ("Ordinary Shares")
There are no restrictions as to transfer of Ordinary Shares.
No Ordinary Shares are held in treasury.
CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING)
AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:
Capital to be raised: Nil
Anticipated market capitalisation on Admission: c. GBP327 million
PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:
29.27%
DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH
THE AIM SECURITIES (OR OTHER SECURITIES OF THE COMPANY) ARE
OR WILL BE ADMITTED OR TRADED:
Nil
THE COMPANY HAS APPLIED FOR THE VOLUNTARY CARBON MARKET DESIGNATION
(Y/N)
N
FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS
(underlining the first name by which each is known or including
any other name by which each is known):
Andrew Philip Austin - Executive Chairman (Director of Kistos
plc and Kistos Holdings plc)
Peter George Mann - Chief Executive Officer (Director of Kistos
plc and Kistos Holdings plc)
Richard Slape - Chief Financial Officer (Director of Kistos
plc. To be appointed as a director of Kistos Holdings plc)
Richard Alan Benmore - Non-Executive Director (Director of
Kistos plc. To be appointed as a director of Kistos Holdings
plc)
Julie Barlow - Non-Executive Director (Director of Kistos plc.
To be appointed as a director of Kistos Holdings plc)
Alan Booth - Non-Executive Director (Director of Kistos plc.
To be appointed as a director of Kistos Holdings plc)
FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED
AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER
ADMISSION (underlining the first name by which each is known
or including any other name by which each is known):
Shareholder Percentage shareholding upon
admission (as at 21/11/2022)
Andrew Austin 17.25%
------------------------------
Tulip Oil Holding B.V. 10.55%
------------------------------
Canaccord Genuity Wealth 5.58%
------------------------------
Investec Wealth & Investment
Limited 5.02%
------------------------------
Schroders plc 4.97%
------------------------------
Fidelity Worldwide Investment 4.91%
------------------------------
Chelverton Asset Management 3.92%
------------------------------
Trium Capital LLP 3.88%
------------------------------
NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE
2, PARAGRAPH (H) OF THE AIM RULES:
N/A
(i) ANTICIPATED ACCOUNTING REFERENCE DATE
(ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION
DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited
interim financial information)
(iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS
PURSUANT TO AIM RULES 18 AND 19:
(i) 31 December
(ii) n/a No Admission Document. Latest interim results for
the six months to 30 June 2022 are available on Kistos plc's
website: https://kistosplc.com/investors/aim-rule-26/
(iii) 30 June 2023 (full year audited accounts for the financial
year ending 31 December 2022)
(iii) 30 September 2023 (interim unaudited accounts for the
six months ending 30 June 2023)
(iii) 30 June 2024 (full year audited accounts for the financial
year ending 31 December 2023)
EXPECTED ADMISSION DATE:
22 December 2022
NAME AND ADDRESS OF NOMINATED ADVISER:
Panmure Gordon (UK) Limited
One New Change
London
EC4M 9AF
United Kingdom
NAME AND ADDRESS OF BROKER:
Panmure Gordon (UK) Limited
One New Change
London
EC4M 9AF
United Kingdom
OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE
(POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE
AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL
DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES:
N/A
THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO
APPLY
QCA Corporate Governance Code
DATE OF NOTIFICATION:
22 November 2022
NEW/ UPDATE:
New
QUOTED APPLICANTS MUST ALSO COMPLETE THE FOLLOWING:
THE NAME OF THE AIM DESIGNATED MARKET UPON WHICH THE APPLICANT'S
SECURITIES HAVE BEEN TRADED:
The securities of Kistos plc are currently admitted to trading
on AIM. The securities of Kistos Holdings plc will seek admission
to trading on AIM.
THE DATE FROM WHICH THE APPLICANT'S SECURITIES HAVE BEEN SO
TRADED:
The securities of Kistos plc admitted to trading on AIM on
25 November 2020.
The securities of Kistos Holdings plc are anticipated to be
admitted to trading on AIM on 22 December 2022.
CONFIRMATION THAT, FOLLOWING DUE AND CAREFUL ENQUIRY, THE APPLICANT
HAS ADHERED TO ANY LEGAL AND REGULATORY REQUIREMENTS INVOLVED
IN HAVING ITS SECURITIES TRADED UPON SUCH A MARKET OR DETAILS
OF WHERE THERE HAS BEEN ANY BREACH:
Kistos plc has adhered to all legal and regulatory requirements
involved in having its securities admitted to trading on AIM.
AN ADDRESS OR WEB-SITE ADDRESS WHERE ANY DOCUMENTS OR ANNOUNCEMENTS
WHICH THE APPLICANT HAS MADE PUBLIC OVER THE LAST TWO YEARS
(IN CONSEQUENCE OF HAVING ITS SECURITIES SO TRADED) ARE AVAILABLE:
https://kistosplc.com/investors/aim-rule-26/
DETAILS OF THE APPLICANT'S STRATEGY FOLLOWING ADMISSION INCLUDING,
IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING
STRATEGY:
The strategy of Kistos Holdings plc is to act as a holding
company for the group companies of Kistos plc.
A DESCRIPTION OF ANY SIGNIFICANT CHANGE IN FINANCIAL OR TRADING
POSITION OF THE APPLICANT, WHICH HAS OCCURRED SINCE THE
OF THE LAST FINANCIAL PERIOD FOR WHICH AUDITED STATEMENTS HAVE
BEEN PUBLISHED:
Save as disclosed in Kistos plc's interim financial results
for the six months ended 30 June 2022 and dated 7 September
2022, there has been no significant change in the financial
or trading position of Kistos plc since 31 December 2021, being
the end of the last financial period for which audited financial
statements have been published.
Kistos Holdings plc has recently been incorporated (17 November
2022) and has not traded.
A STATEMENT THAT THE DIRECTORS OF THE APPLICANT HAVE NO REASON
TO BELIEVE THAT THE WORKING CAPITAL AVAILABLE TO IT OR ITS
GROUP WILL BE INSUFFICIENT FOR AT LEAST TWELVE MONTHS FROM
THE DATE OF ITS ADMISSION:
The Directors have no reason to believe that the working capital
available to Kistos Holdings plc or its Group will be insufficient
for at least 12 months from the date of its admission to AIM.
DETAILS OF ANY LOCK-IN ARRANGEMENTS PURSUANT TO RULE 7 OF THE
AIM RULES:
None.
A BRIEF DESCRIPTION OF THE ARRANGEMENTS FOR SETTLING THE APPLICANT'S
SECURITIES:
Settlement of Kistos Holdings plc's ordinary shares will continue
in CREST as per the arrangements for Kistos plc.
A WEBSITE ADDRESS DETAILING THE RIGHTS ATTACHING TO THE APPLICANT'S
SECURITIES:
https://kistosplc.com/investors/aim-rule-26/
INFORMATION EQUIVALENT TO THAT REQUIRED FOR AN ADMISSION DOCUMENT
WHICH IS NOT CURRENTLY PUBLIC:
A circular relating to Scheme of Arrangement will be published
and sent to shareholders contemporaneously with this announcement
and will be available on Kistos plc's website: https://kistosplc.com/investors/aim-rule-26/
A WEBSITE ADDRESS OF A PAGE CONTAINING THE APPLICANT'S LATEST
ANNUAL REPORT AND ACCOUNTS WHICH MUST HAVE A FINANCIAL YEAR
END NOT MORE THEN NINE MONTHS PRIOR TO ADMISSION AND INTERIM
RESULTS WHERE APPLICABLE. THE ACCOUNTS MUST BE PREPARED IN
ACCORDANCE WITH ACCOUNTING STANDARDS PERMISSIBLE UNDER AIM
RULE 19:
https://kistosplc.com/investors/aim-rule-26/
THE NUMBER OF EACH CLASS OF SECURITIES HELD IN TREASURY:
Nil
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