TIDMKIST TIDMSQZ
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 c/o Camarco Tel: +44 (0)
Andrew Austin, Executive Chairman 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 Tel: +44 (0) 20 7886 2500
Broker)
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 Tel: +44 (0) 203 745 4960
Adviser)
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. 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.
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
OTTUKUORURUWRAR
(END) Dow Jones Newswires
August 09, 2022 11:55 ET (15:55 GMT)
Serica Energy (LSE:SQZ)
Gráfica de Acción Histórica
De Mar 2024 a Abr 2024
Serica Energy (LSE:SQZ)
Gráfica de Acción Histórica
De Abr 2023 a Abr 2024