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Share Name Share Symbol Market Type Share ISIN Share Description
Kistos Holdings Plc LSE:KIST London Ordinary Share GB00BP7NQJ77 ORD GBP0.10
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.0% 377.50 370.00 378.00 374.00 372.50 374.00 215,065 16:35:27
Industry Sector Turnover (m) Profit (m) EPS - Basic PE Ratio Market Cap (m)
Oil & Gas Producers - - - - 313

Kistos PLC Notice of General Meeting & Scheme of Arrangement

22/11/2022 7:00am

UK Regulatory (RNS & others)


Kistos (LSE:KIST)
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TIDMKIST

RNS Number : 1347H

Kistos PLC

22 November 2022

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER JURISDICTION IN WHICH SUCH PUBLICATION, RELEASE OR DISTRIBUTION WOULD BE UNLAWFUL.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UNITED KINGDOM DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

22 November 2022

Kistos plc

Notice of General Meeting and Scheme of Arrangement

The board of directors of Kistos plc ("Kistos" or "Company" or, together with its subsidiary or subsidiary undertakings, the "Group"; the "Board") (AIM: KIST) announces that a court meeting ("Court Meeting") will be held on 14 December 2022 at 10.30 a.m. and a general meeting ("GM") of the Company shall occur thereafter at 10.50 a.m. on 14 December 2022.

The Board further announces it is pursuing a scheme of arrangement under Part 26 of the Companies Act 2006, as amended (the "Scheme") following which the Group will interpose and maintain a new non-operational entity, Kistos Holdings plc, which will become the holding company of, and the provider of working capital to, the Group.

A circular in relation to the Scheme containing notices of Court Meeting and GM (the "Meetings") and associated forms of proxy (the "Circular"). Copies of the Circular will today be sent to the shareholders of the Company ("Shareholders") and will be available for inspection on the Kistos website: https://kistosplc.com/investors/circulars/ .

The Board views the Scheme as the most effective and appropriate way to structure the Group and, ultimately, to restructure the Group's debt facilities on a more efficient basis. The rights of Shareholders will remain unchanged following the Scheme and Shareholders will be able to trade their holdings in Kistos Holdings plc Ordinary Shares as they were able to do in relation to Kistos plc Ordinary Shares.

As set out in the Circular, the following is the expected timetable of principal events:

 
                           Item                                                   Date and time 
  Latest time for receipt by the Registrar of the blue                           10.30 a.m. on Monday 12 December 2022 
  Form of Proxy from the Shareholders for 
  the Court Meeting 
                                                            ---------------------------------------------------------- 
  Latest time for receipt by Company's Registrar of yellow                       10.50 a.m. on Monday 12 December 2022 
  Form of Proxy from the Shareholders 
  for the General Meeting 
                                                            ---------------------------------------------------------- 
  Scheme Voting Record Time                                               Close of business on Monday 12 December 2022 
                                                            ---------------------------------------------------------- 
  Court Meeting                                                               10.30 a.m. on Wednesday 14 December 2022 
                                                            ---------------------------------------------------------- 
  General Meeting                                                             10.50 a.m. on Wednesday 14 December 2022 
                                                            ---------------------------------------------------------- 
  Results of General Meeting and Court Meeting announced                                    Wednesday 14 December 2022 
  through an RIS 
                                                            ---------------------------------------------------------- 
  Scheme Sanction Hearing*                                                                     Monday 19 December 2022 
                                                            ---------------------------------------------------------- 
  Last day of dealings in, and for registration of                                          Wednesday 21 December 2022 
  transfers of, Kistos plc Ordinary Shares* 
                                                            ---------------------------------------------------------- 
  Scheme Record Time*                                                  Close of business on Wednesday 21 December 2022 
                                                            ---------------------------------------------------------- 
  Scheme Effective Date*                                                                     Thursday 22 December 2022 
                                                            ---------------------------------------------------------- 
  Scheme Effective Time*                                        Immediately prior to 8.00 a.m. on Thursday 22 December 
                                                                                                                  2022 
                                                            ---------------------------------------------------------- 
  Suspension of listing of, and dealings in, Kistos plc                         8.00 a.m. on Thursday 22 December 2022 
  Ordinary Shares* 
                                                            ---------------------------------------------------------- 
  Delisting of Kistos plc Ordinary Shares*                                      8.00 a.m. on Thursday 22 December 2022 
                                                            ---------------------------------------------------------- 
  Admission of, and dealings commence in, Kistos Holdings                       8.00 a.m. on Thursday 22 December 2022 
  plc Ordinary Shares on AIM* 
                                                            ---------------------------------------------------------- 
  Crediting of Kistos Holdings plc Ordinary Shares to             As soon as is practical on Thursday 22 December 2022 
  CREST accounts* 
                                                            ---------------------------------------------------------- 
  Dispatch of share certificates for Kistos Holdings plc                                    By Thursday 3 January 2023 
  Ordinary Shares* 
                                                            ---------------------------------------------------------- 
  *These dates are subject to change. Any change of date will be announced via RNS announcement, 
   as applicable. 
 

All voting on the resolutions at the Meetings will be conducted on a poll, which means that Shareholders should submit their forms of proxy as soon as possible. To be valid, the forms of proxy must be lodged with the Company's registrar, LINK Group, PSX-1, Central Square, 29 Wellington Street, Leeds LS1 6DN, United Kingdom, so as to arrive by no later than 10.30 a.m. on 12 December 2022 .

Full details of the operation and arrangements of the Meetings are set out in the notices of the Meetings found in the Circular.

This announcement contains inside information for the purposes of UK MAR. The person responsible for this announcement is Andrew Austin , Executive Chairman .

Enquiries:

 
 Kistos plc 
  Andrew Austin, Executive Chairman       Tel: +44 (0)20 3757 4983 
  (c/o Hawthorn Advisors) 
 Panmure Gordon (Nomad, Joint Broker)    Tel: +44 ( 0)20 7886 2500 
  John Prior / James Sinclair-Ford 
 Hawthorn Advisors (Public Relations      Tel: +44 (0)20 3745 4960 
  Advisor) 
  Henry Lerwill / Simon Woods 
 Berenberg (Joint Broker)                 Tel: +44 (0)20 3207 7800 
  Matthew Armitt / Ciaran Walsh 
 Camarco (Public Relations Advisor) 
  Billy Clegg / Georgia Edmonds           Tel: +44 (0)20 3757 4983 
 

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

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November 22, 2022 02:00 ET (07:00 GMT)

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