AIM Schedule One - Kistos Holdings PLC (1371H)

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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November 22, 2022 03:00 ET (08:00 GMT)