REG - Kistos Holdings PLC - Completion of Mime Petroleum Acquisition

Kistos HoldingsAnnouncement

23/05/2023 07:00

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RNS Number : 3237A  Kistos Holdings PLC  23 May 2023

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK 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.

 

23 May 2023

 

Kistos Holdings plc

 

("Kistos" or "the Company" and, together with its subsidiaries, "the Group")

 

Completion of Mime Petroleum A.S. Acquisition

 

Transaction marks entrance into the Norwegian Continental Shelf

 

Kistos (LSE: KIST), the low carbon intensity hydrocarbon producer pursuing a
strategy to acquire assets with a role in energy transition, is pleased to
announce the completion of the acquisition of all of the outstanding shares of
Mime Petroleum A.S. ("Mime") from Mime Petroleum S.a.r.l. (the "Vendor").

 

Completion of the acquisition marks Kistos' entry into the Norwegian
Continental Shelf and adds 24 MMboe of 2P reserves (operator estimate) plus 30
MMboe of 2C resources, increasing total Group reserves plus resources to
approximately 80 MMboe. The acquisition will also add over 2,000 boe/d of
production immediately and help to boost Group output to in excess of 15,000
boe/d in 2025 once the Jotun FPSO is on production..

 

The terms of the transaction are unchanged from the announcement made on 19
April 2023 and represent an adjusted consideration of US$111MM (excluding
contingent amounts).

 

Highlights

 

·    Through its wholly owned subsidiary Kistos plc, Kistos has acquired
100% of the issued and to be issued share capital of Mime from the Vendor.

 

·    The consideration is US$1 plus the issue of up to 6 million warrants
exercisable into new Kistos ordinary shares at a price of 385p each.

 

·    Mime will repay US$75MM of its debt, and the enlarged Group will
assume the remaining US$225MM. A payment to Mime's bondholders of up to
US$45MM in 2025 is contingent on certain operational milestones being
achieved.

 

·    The Mime debt being retained by Kistos or retired by Mime, less
Mime's cash balances at 31 March 2023 and less a tax refund due in December
2023, equates to approximately US$111MM.

 

·    Based on operator estimates, 2P reserves at Balder and Ringhorne were
24 MMboe net to Mime at the end of 2022. In addition, Kistos estimates Mime
has net 2C resources of 30 MMboe, largely comprised of additional upside in
Balder and Ringhorne plus the 2021 King oil discovery. Following the
acquisition of Mime, total Group resources are approximately 80 MMboe.

 

·    Excluding contingent amounts payable, Kistos estimates that on a pro
forma basis at 31 March 2023, the enlarged Group would have had net cash of
€5MM, comprising cash of €293MM and outstanding Nordic Bonds of €288MM
(€0.92 to US$1.00).

 

Andrew Austin, Executive Chairman of Kistos, said:

 

"Our entry into Norway signifies our commitment to securing sustainable growth
opportunities across the North Sea Basin and positions us as an influential
independent producer across three jurisdictions. Mime's assets give us
visibility on a rising production profile over the next few years whilst
enabling us to maintain our industry-leading Scope 1 and Scope 2 CO₂
emissions in the medium-term.

 

"The focus now will be on immediately integrating Mime into Kistos. We look
forward to working with Mime's experienced management team and leveraging
their valuable knowledge of the assets and basin to achieve our shared
objectives for the Group, while maintaining the responsible energy production
at the heart of our operations."

 

ABG Sundal Collier acted as financial advisor to Kistos in relation to
negotiations with the bondholders and the conclusion of the transaction.

 

For the purposes of UK MAR, the person responsible for arranging the release
of this announcement on behalf of Kistos is Andrew Austin, Executive Chairman.

 

Enquiries

 

 Kistos Holdings plc                           via Hawthorn Advisors

 Andrew Austin, Executive Chairman

 Panmure Gordon (NOMAD, Joint Broker)          Tel: 0207 886 2500

 John Prior / James Sinclair-Ford

 Berenberg (Joint Broker)                      Tel: 0203 207 7800

 Matthew Armitt / Ciaran Walsh

 Hawthorn Advisors (Public Relations Advisor)  Tel: 0203 745 4960

 Henry Lerwill / Simon Woods

 Camarco (Public Relations Advisor)            Tel: 0203 757 4983

 Billy Clegg

 

Notes to editors

 

Kistos plc was established to acquire and manage companies in the energy
sector engaging in the energy transition trend. The Company has undertaken a
series of transactions including the acquisition of a portfolio of highly cash
generative natural gas production assets in the Netherlands from Tulip Oil
Netherlands B.V. in 2021. This was followed in July 2022, with the acquisition
of a 20% interest in the Greater Laggan Area (GLA) from TotalEnergies, which
includes four producing gas fields and a development project. In May 2023,
Kistos completed its third acquisition, acquiring the total share capital of
Mime Petroleum and its Norwegian Continental Shelf assets. These comprise a
10% stake in the Balder joint venture spanning the Balder and Ringhorne oil
fields.

 

Kistos is a low carbon intensity gas producer with Estimated Scope 1 CO₂
emissions from its operated activities offshore of less than 0.01 kg/boe in
2022 (excluding necessary flaring during drilling campaigns).

 

https://www.kistosplc.com (https://www.kistosplc.com)

 

- ENDS -

 

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