REG - Serica Energy PLC Kistos PLC - Rule 2.8 announcement

Kistos HoldingsAnnouncement

09/08/2022 15:15

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RNS Number : 4544V  Serica Energy PLC  09 August 2022

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

STATEMENT OF INTENTION NOT TO MAKE AN OFFER UNDER RULE 2.8 OF THE CITY CODE ON
TAKEOVERS AND MERGERS (THE "CODE")

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION

 

FOR IMMEDIATE RELEASE

 

9 August 2022

Serica Energy plc

Statement of intention not to make an offer for Kistos plc

 

Further to the announcement made by Serica Energy plc ("Serica") in relation
to a possible offer by Serica for the entire issued and to be issued share
capital of Kistos plc ("Kistos"), Serica confirms that it does not intend to
make an offer for Kistos.

Kistos announced on 12 July 2022 that it had rejected a possible offer from
Serica on 8 July 2022. Subsequently it has not been possible to reach
agreement with Kistos on the terms or structure of a revised possible offer.

Serica will continue to proactively seek opportunities to utilise its strong
balance sheet and operating capability to invest in its existing assets and
diversify its production portfolio through mergers and acquisitions. The
Serica board will maintain a balanced approach to deploying capital, including
further capital returns, while factoring in the requirements for the ongoing
business and opportunities for profitable asset and corporate deals.

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

Under Note 2 on Rule 2.8 of the Code, Serica reserves the right to set the
restrictions in Rule 2.8 aside in the following circumstances:

a.   with the agreement of the board of directors of Kistos;

b.   if a third party announces a firm intention to make an offer for
Kistos;

c.   if Kistos announces a Rule 9 waiver (see Note 1 of the Notes on
Dispensations from Rule 9) or a reverse takeover (as defined in the Code); and

d.   if there has been a material change of circumstances (as determined by
the Takeover Panel).

 

For further information please contact:

 Serica Energy plc                        +44 (0) 20 7390 0230

 Tony Craven Walker, Chairman

 Mitch Flegg, CEO

 Rothschild & Co (Financial Adviser)      +44 (0) 207 280 5000

 James McEwen

 Murray Yuill

 Peel Hunt LLP (Nomad and Joint Broker)   +44 (0) 207 418 8900

 Richard Crichton

 Ross Allister

 Michael Nicholson

 Jefferies (Joint Broker)                 +44 (0)20 7029 8000

 Tony White

 Will Soutar

 Vigo Consulting (PR Adviser)             +44 (0)20 7390 0230

 Patrick d'Ancona                         Serica@vigoconsulting.com

 Finlay Thomson

Inside Information

The information contained within this announcement is deemed by Serica to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) no. 596/2014 (as it forms part of domestic law by virtue of the European
Union (Withdrawal) Act 2018). On the publication of this announcement via a
Regulatory Information Service, this inside information is now considered to
be in the public domain.

Notices related to financial adviser and joint brokers

N.M. Rothschild & Sons Limited ("Rothschild & Co"), which is
authorised and regulated by the Financial Conduct Authority in the United
Kingdom, is acting exclusively for Serica and for no one else in connection
with the subject matter of this announcement and will not be responsible to
anyone other than Serica for providing the protections afforded to its clients
or for providing advice in connection with the subject matter of this
announcement.

Peel Hunt LLP ("Peel Hunt"), which is authorised and regulated by the
Financial Conduct Authority in the UK, is acting exclusively for Serica and no
one else in connection with the matters described in this announcement and
will not be responsible to anyone other than Serica for providing the
protections afforded to clients of Peel Hunt nor for providing advice in
connection with the matters referred to herein. Neither Peel Hunt nor any of
its subsidiaries, branches or 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 Peel
Hunt in connection with this announcement, any statement contained herein or
otherwise.

Jefferies International Limited ("Jefferies"), which is authorised and
regulated by the FCA in the United Kingdom, is acting exclusively for Serica
and no one else in connection with the matters described in this announcement
and will not be responsible to anyone other than Serica for providing the
protections afforded to clients of Jefferies nor for providing advice in
relation to the matters referred to herein. Neither Jefferies nor any of its
affiliates (nor their respective directors, officers, employees or agents)
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 Jefferies in connection with this
announcement, any statement contained herein, the matters described in this
announcement or otherwise.

Rule 26.1 disclosure

In accordance with Rule 26.1 of the Code, a copy of this announcement will be
available (subject to certain restrictions relating to persons resident in
restricted jurisdictions) at www.serica-energy.com by no later than 12 noon
(London time) on the business day following the date of this announcement. The
content of the website referred to in this announcement is not incorporated
into and does not form part of this announcement.

Additional Information

This announcement is not intended to, and does not, constitute or form part of
any offer, invitation or the 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, pursuant to this
announcement or otherwise. Any offer, if made, will be made solely by certain
offer documentation which will contain the full terms and conditions of any
offer, including details of how it may be accepted. The distribution of this
announcement in jurisdictions other than the United Kingdom and the
availability of any offer to shareholders of Serica who are not resident in
the United Kingdom may be affected by the laws of relevant jurisdictions.
Therefore any persons who are subject to the laws of any jurisdiction other
than the United Kingdom or shareholders of Serica who are not resident in the
United Kingdom will need to inform themselves about, and observe any
applicable requirements.

The person responsible for arranging the release of this announcement on
behalf of Serica is Mitch Flegg, CEO.

 

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