Schedule One - Kistos plc | RNS | Ticker

Schedule One - Kistos plc

RNS Announcement

RNS Number : 7318E

AIM

10 November 2020

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 Limited (to be re-registered as Kistos plc prior to admission) ("Kistos" or the "Company")

COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) :

9th Floor

107 Cheapside

London

EC2V 6DN

COUNTRY OF INCORPORATION:

United Kingdom

COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26:

www.kistosplc.com

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 is a newly-incorporated closed-ended investment company, established with the objective of creating value for its investors through acquisition and management of companies or businesses in the energy sector.

The Company will be focused initially on offshore and onshore hydrocarbon production, energy storage, infrastructure and energy generation projects. The targeted geographies are the UK and Continental Europe. The investment strategy is to acquire assets with a role in energy transition with an execution strategy of pursuing a rigorous approach to asset selection and active forward-looking stewardship.

Upon admission the Company will be an investing company for the purposes of the AIM Rules.

Investing policy

The Company will seek to achieve its investment objectives and strategy by taking an active approach in investments made in line with the following Investing Policy:

· Geographic focus: initially the Company's principal focus will be on the UK and Continental Europe and the Continental Shelf, although it is possible that an Acquisition with compelling potential may be found in Continental Europe, Ireland or the Scandinavian region.

· Sector focus: the Company intends to focus on the hydrocarbon sector (including upstream and downstream opportunities), energy infrastructure and energy assets capable of repurposing in the context of Energy Transition and "Net Zero 2050".

· Proposed targets: the proposed Acquisitions to be made by the Company may be licence applications, direct interests in energy linked assets, quoted or unquoted companies, made by acquisition of assets or companies, partnerships, farm-ins or joint ventures.

· Types of investment and control of investments: the Company will acquire control of one or more working interests, assets, businesses or companies on a long-term basis. The Company will generally seek to take control of any investment in order to have the freedom to control strategic direction and, where necessary, manage change. The Company's strategy is to manage and develop the assets that it acquires which is generally difficult to achieve effectively without clear control. The Board may consider issuing additional Ordinary Shares as acquisition consideration to vendors of working interests, assets, or businesses as appropriate, in such an instance, the Board would expect to manage the dilutive effect of any such issue of additional Ordinary Shares carefully and it is unlikely that the Board would consider such a course of action in circumstances where the exiting vendor(s) might obtain any degree of control of the Company.

· Investment size: it is envisaged that the Company's target Acquisitions will have an enterprise value of £20-£100 million, which, if necessary, will be funded through further equity issuance and debt to appropriate and prudent levels.

· Nature of returns: it is anticipated that returns to Shareholders will be delivered through a combination of an appreciation in the Company's share price and, at an appropriate time, through the adoption of a progressive dividend policy which will be linked to the strategy objective of a strong focus on cash flow generation. Any material change to the Investing Policy will be made only with the approval of Shareholders.

Any material change to the Investing Policy will be made only with the approval of Shareholders.

The Directors believe that the Investing Policy can be substantially implemented within 18 months of Admission. If this is not achieved, the Company, in accordance with the AIM Rules for Companies, will seek the consent of Shareholders for its Investing Policy or any changes thereto at the next annual general meeting of the Company and on an annual basis thereafter, until such time that its Investing Policy has been substantially implemented. If it appears unlikely that the Investing Policy will be substantially implemented, the Directors may consider returning the remaining proceeds from the Fundraising to Shareholders.

Given the nature of the Investing Policy, the Company does not intend to make regular periodic disclosures or calculations of its net asset value.

It is highly likely that any transaction in which the Company acquires non-investment assets will be deemed to be a reverse takeover under the AIM Rules for Companies. Any transaction constituting a reverse takeover under the AIM Rules will require Shareholder approval.

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):

Ordinary Shares of 10 pence each ("Ordinary Shares") for which Admission which will be sought: TBC

Issue price per Ordinary Share: TBC pence per Ordinary Share

There are no restrictions as to transfer of Ordinary Shares.

No Ordinary Shares to be held in treasury

CAPITAL TO BE RAISED ON ADMISSION (AND/OR SECONDARY OFFERING) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION:

Capital to be raised on Admission: TBC

Anticipated market capitalisation on Admission: TBC

PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION:

TBC

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:

N/A

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	Non-Executive Chairman
Richard Alan Benmore	Non-Executive Director
Julie Barlow	Independent Non-Executive Director
Alan Booth	Senior Independent Non-Executive Director

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
Shareholder	Interest immediately prior to Admission	Interest post-admission
Andrew Austin	70.59%	TBC%
Peter Mann	7.06%	TBC%
Richard Benmore	5.88%	TBC%
Mark Osborne	3.53%	TBC%

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) Accounting reference date: 31 December

(ii) N/A

(iii)

- 30 September 2021 (unaudited interim results for the period from 14 October 2020, the date of the Company's incorporation, to 30 June 2021)

- 30 June 2022 (audited results for the period from 14 October 2020, the date of the Company's incorporation, to 31 December 2021)

- 30 September 2022 (6 months unaudited results to 30 June 2022)

EXPECTED ADMISSION DATE:

Late November 2020

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:

www.kistosplc.com

The admission document will contain full details about the applicant and the admission of its securities.

THE CORPORATE GOVERNANCE CODE THE APPLICANT HAS DECIDED TO APPLY

The UK Corporate Governance Code.

DATE OF NOTIFICATION:

10 November 2020

NEW/ UPDATE:

New

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RNS metadata

Title: Schedule One - Kistos plc
Time: 08:00:01
Date: 10 Nov 2020
Category: Capital structure
ID: 7318E