REG - Kistos PLC Serica Energy PLC - Rule 2.8 Announcement

Kistos HoldingsAnnouncement

09/08/2022 17:00

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RNS Number : 4497V  Kistos PLC  09 August 2022

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE
OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A
VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.

 

THIS ANNOUNCEMENT IS AN ANNOUNCEMENT FALLING UNDER RULE 2.8 OF THE UNITED
KINGDOM ("UK") CITY CODE ON TAKEOVERS AND MERGERS (THE "TAKEOVER CODE").

 

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF
REGULATION 2014/596/EU, WHICH IS PART OF UK DOMESTIC LAW PURSUANT TO THE
MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR").

 

FOR IMMEDIATE RELEASE

9 August 2022

 
Proposed Combination of Kistos plc with Serica Energy plc - No Intention to Make a Firm Offer

 

Kistos plc ("Kistos") is disappointed that, despite repeated attempts by
Kistos, the Board of Serica Energy plc ("Serica") has failed to engage
meaningfully either with respect to Kistos' proposed offer for Serica or the
terms of Serica's offer for Kistos despite the board of directors of both
companies acknowledging the industrial logic in combining the portfolios of
the two companies. As a result, Kistos today formally announces that it will
not make a firm offer for Serica.

 

The Board of Kistos (the "Kistos Board") remains confident in Kistos'
strategic direction and positioning as an independent North Sea gas champion
and proactive consolidator in the sector. The Kistos Board remains focussed on
delivery of Kistos' strategic goals.

 

The Kistos Board will therefore continue to pursue other paths to deliver
further on those goals, with the objective of enhancing shareholder value and
driving scale and consolidation, as it has successfully done since the
Company's inception in 2020.

 

 

Important Takeover Code notes

 

This is a statement to which Rule 2.8 of the Takeover Code applies.

 

As is customary under Rule 2.8 of the Takeover Code, Kistos reserves the right
to make or participate in an offer for Serica (and/or take any other actions
which would otherwise be restricted under Rule 2.8 of the Takeover Code)
within the next six months following the date of this announcement:

 

i)    with the agreement of the Serica Board;

 

ii)  following the announcement of a firm intention to make an offer for
Serica by or on behalf of a third party;

 

iii)   following the announcement by Serica of a Rule 9 waiver proposal (as
described in Note 1 of the Notes on Dispensations from Rule 9 of the Takeover
Code) or a reverse takeover (as defined in the Code); or

 

iv)   where the Takeover Panel has determined that there has been a material
change of circumstances.

 

Kistos confirms that this announcement is not being made with the consent of
Serica.

 

Other information

 

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

 

Terms used but not defined in this announcement shall have the meanings given
in the First Possible Offer Announcement.

 

 

Enquiries

 

 Kistos plc

Andrew Austin, Executive Chairman
                                                           c/o Camarco Tel: +44 (0) 20 3757 4983

 BofA Securities (Financial Adviser)                       Tel: +44 (0) 20 7628 1000

Julian Mylchreest

 Geoff Iles

 Tom Milner

 Ben Winstanley (Corporate Broking)

 Panmure Gordon (Nomad, Joint Corporate Broker)            Tel: +44 (0) 20 7886 2500

Richard Morecombe
 John Prior
 James Sinclair-Ford

 Berenberg (Joint Corporate Broker)                        Tel: +44 (0) 20 3207 7800

 Matthew Armitt

 Jack Botros

 Camarco (Public Relations Adviser)                        Tel: +44 (0) 20 3757 4983
 Billy Clegg

 Georgia Edmonds

 Hawthorn Advisors (Public Relations Adviser)              Tel: +44 (0) 203 745 4960

 Henry Lerwill

 Simon Woods

 

Orrick, Herrington & Sutcliffe (UK) LLP is acting as legal adviser to
Kistos in connection with the Proposed Combination.

 
Important information
 

This announcement is not intended to, and does not, constitute, represent or
form part of any offer, invitation or solicitation of an offer to purchase,
otherwise acquire, subscribe for, sell or otherwise dispose of any securities
or the solicitation of any vote or approval in any jurisdiction whether
pursuant to this announcement or otherwise.

 

The distribution of this announcement in jurisdictions outside the UK may be
restricted by law and therefore persons into whose possession this
announcement comes should inform themselves about, and observe, such
restrictions. Any failure to comply with the restrictions may constitute a
violation of the securities law of any such jurisdiction.

 

Merrill Lynch International ("BofA Securities"), which is authorised by the
Prudential Regulation Authority ("PRA") and regulated by the FCA and the PRA
in the UK, is acting as financial adviser exclusively for Kistos and for no
one else in connection with the matters referred to in this announcement and
will not be responsible to anyone other than Kistos for providing the
protections afforded to its clients or for providing advice in relation to the
matters referred to in this announcement. Neither BofA Securities, nor any of
its affiliates, owes or accepts any duty, liability or responsibility
whatsoever (whether direct or indirect, whether in contract, in tort, under
statute or otherwise) to any person who is not a client of BofA Securities in
connection with this announcement, any statement contained herein or
otherwise.

 

Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and
regulated by the FCA in the UK, is acting as nominated adviser and joint
corporate broker exclusively for Kistos and no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than Kistos for providing the protections afforded to its clients or for
providing advice in relation to matters referred to in this announcement.
Neither Panmure Gordon, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Panmure Gordon in connection with this announcement, any statement
contained herein or otherwise.

 

Joh. Berenberg, Gossler & Co. KG, London Branch ("Berenberg"), which is
authorised and regulated by the German Federal Financial Supervisory Authority
subject to limited regulation by the FCA in the UK, is acting as joint
corporate broker exclusively for Kistos and no one else in connection with the
matters referred to in this announcement and will not be responsible to anyone
other than Kistos for providing the protections afforded to its clients or for
providing advice in relation to matters referred to in this announcement.
Neither Berenberg, nor any of its affiliates, owes or accepts any duty,
liability or responsibility whatsoever (whether direct or indirect, whether in
contract, in tort, under statute or otherwise) to any person who is not a
client of Berenberg in connection with this announcement, any statement
contained herein or otherwise.

 

About Kistos

 

Kistos plc was established to acquire and manage companies in the energy
sector engaging in the energy transition trend. The Company has acquired Tulip
Oil Netherlands B.V., which has a portfolio of assets, including profitable,
highly cash generative natural gas production, plus appraisal and exploration
opportunities. In addition, Kistos acquired a 20% interest in the Greater
Laggan Area (GLA) from TotalEnergies in July 2022. The GLA includes four
producing fields and a development project.

 

Kistos is a low carbon intensity gas producer. The Q10-A gas field in the
Dutch North Sea (60% operated working interest) has recorded a Scope 1 carbon
emissions intensity of 13g CO2e/boe since inception. This compares to an
industry average of 22kg CO2/boe for gas extracted from the UK continental
shelf. The Q10-A normally unmanned installation is located approximately 20 km
from the Dutch shore. It is powered sustainably via wind and solar power and
is remotely operated, limiting offshore visits, which are conducted by boat.

 

Website publication

 

In accordance with Rule 26.1 of the Takeover Code, a copy of this announcement
will be made available, subject to certain restrictions relating to persons
resident in restricted jurisdictions, on Kistos' website (www. (http://www/)
kistosplc.com) by no later than noon (London time) on the business day
following this announcement. The content of the website referred to in this
announcement is not incorporated into and does not form part of this
announcement.

 

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