Schedule One - Kistos Holdings PLC

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 €83.55/MWh versus €20.71/MWh in the 6 months to 30 June 2021. Including pro forma realisations from the Greater Laggan Area, average realisations for the period were €82.65/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. £327 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)

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 END 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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