REG - Kistos PLC - Notice of General Meeting & Scheme of Arrangement

Kistos HoldingsAnnouncement

22/11/2022 07:00

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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AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY,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/
(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 Form of Proxy from the     10.30 a.m. on Monday 12 December 2022
 Shareholders for the Court Meeting
 Latest time for receipt by Company's Registrar of yellow Form of Proxy from     10.50 a.m. on Monday 12 December 2022
 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 through an RIS           Wednesday 14 December 2022
 Scheme Sanction Hearing*                                                        Monday 19 December 2022
 Last day of dealings in, and for registration of transfers of, Kistos plc       Wednesday 21 December 2022
 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 Ordinary Shares*          8.00 a.m. on Thursday 22 December 2022
 Delisting of Kistos plc Ordinary Shares*                                        8.00 a.m. on Thursday 22 December 2022
 Admission of, and dealings commence in, Kistos Holdings plc Ordinary Shares on  8.00 a.m. on Thursday 22 December 2022
 AIM*
 Crediting of Kistos Holdings plc Ordinary Shares to CREST accounts*             As soon as is practical on Thursday 22 December 2022
 Dispatch of share certificates for Kistos Holdings plc Ordinary Shares*         By Thursday 3 January 2023
 *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 Advisor)  Tel: +44 (0)20 3745 4960

 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

 

 

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