Potential RTO of Topic S.A & Suspension of Listing

Boston International Holdings PLC

27 April 2023

 

The information contained within this announcement is deemed by the Company to constitute inside information for the purposes of Article 7 of EU Regulation 596/2014 (which forms part of domestic UK law pursuant to the European Union (Withdrawal) Act 2018) ("UK MAR"). Upon the publication of this announcement via a Regulatory Information Service, this information is considered to be in the public domain.

For immediate release

27 April 2023

BOSTON INTERNATIONAL HOLDINGS PLC

("BIH" or the "Company")

Potential Reverse Takeover of Topic S.A.

Suspension of Listing

The Company is pleased to announce that it is in preliminary discussions with the shareholders of Topic S.A. ("Topic") for the acquisition by the Company of all (or, at least, not less than a majority) of the issued share capital of Topic in exchange for the issue of new ordinary shares in the Company (the "Potential Acquisition").

Topic is a privately-owned, oil and gas exploration and production company, incorporated in Tunisia, with interests in three oil and gas blocks in offshore and onshore Tunisia:-

-     a 100% operated working interest in the offshore Halk el Menzel concession block which includes the producing Halk el Menzel oil field and which covers an offshore area of 570 km² in the Gulf of Hammamet in northern Tunisia. The national oil company, Entreprise Tunisienne d'Activites Petroliere (ETAP), retains an option to acquire 50% of the concession in case of any new discovery within the concession area;

-     a 15% interest (30% working interest) in the onshore Jelma exploration block, covering an area of 7,216 km² located in central west Tunisia - with the block currently operated by Enterprise Tunisienne d'Activites Petroliere (ETAP) holding an 85% interest; and

-     a 43.75% interest in the offshore Zelfa concession block, covering an area of 100 km² and also located in in the Gulf of Hammamet in northern Tunisia, with Topic being the operator.

Potential Acquisition/RTO

The Potential Acquisition, if completed would result in the Company's existing shareholders having a minority interest in the enlarged group (the "Enlarged Group") and would constitute a reverse takeover ("RTO") under the FCA's Listing Rules. The Company has therefore requested an immediate suspension of the listing of its existing issued ordinary shares on the FCA's Official List (standard segment).

The Potential Acquisition remains subject, inter alia, to completion of customary due diligence and regulatory approvals and there is therefore no certainty that the Potential Acquisition will proceed.

In addition, the Potential Acquisition would be conditional on:-

-      approval by shareholders of the Company at a general meeting (including approval of a Rule 9 waiver resolution in relation to the resultant shareholders position) at a general meeting by the shareholders of the Company, notice of which would be sent to shareholders in due course;

-      completion of an equity fundraising in order to provide additional capital for the Enlarged Group for the financing of its exploration projects and to improve of its debt ratio; and

-      publication of a prospectus in respect of the Enlarged Group (following its approval by the FCA) and admission of the enlarged issued share capital of the Company to listing of the FCA's Official List (standard segment) and to trading on the London Stock Exchange's main market for listed securities.

BIH Chairman, Christopher Pitman, commented:-

"This potential transaction offers shareholders an exciting opportunity to participate in the ongoing exploration, appraisal and development of oil reserves both offshore and onshore Tunisia as well as in the greater North African region."

For more information, please contact:-

Boston International Holdings Plc
Christopher Pitman, Chairman	[phone]
Peterhouse Capital Limited (Broker)
Lucy Williams / Duncan Vasey	[phone]

 

END