Acquisition update

RNS Number : 7937W

Kistos PLC

28 April 2021

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH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 IS FOR INFORMATION PURPOSES ONLY AND DOES NOT CONSTITUTE OR CONTAIN ANY INVITATION, SOLICITATION, RECOMMENDATION, OFFER OR ADVICE TO ANY PERSON TO SUBSCRIBE FOR, OTHERWISE ACQUIRE OR DISPOSE OF ANY SECURITIES IN KISTOS PLC OR ANY OTHER ENTITY IN ANY JURISDICTION. NEITHER THIS ANNOUNCEMENT NOR THE FACT OF ITS DISTRIBUTION SHALL FORM THE BASIS OF, OR BE RELIED ON IN CONNECTION WITH, ANY INVESTMENT DECISION IN RESPECT OF KISTOS PLC.

PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

For immediate release

Kistos plc

("Kistos" or the "Company")

Acquisition update

Tulip Oil Netherlands Offshore B.V. ("TONO") - Successful placement of EUR 90 million senior secured bond

Following the announcement by Kistos of 20 April 2021, in connection with the acquisition of the entire issued and outstanding share capital of  Tulip Oil Netherlands B.V. ("TON") from Tulip Oil Holding B.V. (the "Vendor") (the "Acquisition"), and confirming that the Company had conditionally raised gross proceeds of £52.5 million through the issue of 33,870,968 new ordinary shares at 155 pence per share, Kistos is pleased to confirm that TONO, a wholly owned subsidiary of TON, has successfully secured binding commitments for a new EUR 90 million senior secured bond issue with maturity in November 2024 (the "New TONO Bond"). The New TONO Bond will have a fixed coupon of 8.75% p.a.

In additional to the New TONO Bond and conditional on completion of the Acquisition, TONO will issue to the Vendor an additional new Euro 60 million pari passu senior secured bond with maturity in May 2026 and with a fixed coupon of 9.15% p.a. (the "Vendor Bond")

The net proceeds from the New TONO Bond will be applied towards early repayment of all amounts outstanding under TONO's existing EUR 87 million bonds (which will be subject to mandatory redemption upon the completion of the Acquisition). The New TONO Bond will be listed on the Oslo Borse in due course.

Closing of the New TONO Bond, the Vendor Bond and the issue and the redemption of the existing bonds will take place in the week commencing 17 May 2021 (as part of the completion of the Acquisition).

ABG Sundal Collier ASA and Pareto Securities AS acted as Joint Lead Managers in connection with the placement of the New TONO Bond.

Enquiries:

Kistos plc Andrew Austin	c/o Camarco Tel: [phone]
Panmure Gordon Nick Lovering / Atholl Tweedie / Ailsa Macmaster	Tel: [phone]
Camarco Billy Clegg / James Crothers	Tel: [phone]

IMPORTANT INFORMATION

This announcement does not constitute, or form part of, any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities in the United States, Canada, Australia, Japan or the Republic of South Africa or in any other jurisdiction in which such offer or solicitation is unlawful, prior to registration, exemption from registration or qualification under the securities laws of any jurisdiction. The distribution of this announcement and other information in connection with the placing and admission in certain jurisdictions may be restricted by law and persons into whose possession this announcement, any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. Neither this announcement nor any part of it nor the fact of its distribution shall form the basis of or be relied on in connection with or act as an inducement to enter into any contract or commitment whatsoever. 

This announcement may include statements that are, or may be deemed to be, "forward-looking statements".  These forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "plans", "projects", "anticipates", "expects", "intends", "may", "will", or "should" or, in each case, their negative or other variations or comparable terminology.  These forward-looking statements include matters that are not historical facts.  They appear in a number of places throughout this announcement and include statements regarding the directors' current intentions, beliefs or expectations concerning, among other things, the Company's results of operations, financial condition, liquidity, prospects, growth, strategies and the Company's markets.  By their nature, forward-looking statements involve risk and uncertainty because they relate to future events and circumstances.  Actual results and developments could differ materially from those expressed or implied by the forward-looking statements.  Forward-looking statements may and often do differ materially from actual results.  Any forward-looking statements in this announcement are based on certain factors and assumptions, including the directors' current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company's operations, results of operations, growth strategy and liquidity.  Whilst the directors consider these assumptions to be reasonable based upon information currently available, they may prove to be incorrect.  Save as required by applicable law or regulation, the Company undertakes no obligation to release publicly the results of any revisions to any forward-looking statements in this announcement that may occur due to any change in the directors' expectations or to reflect events or circumstances after the date of this announcement.

 

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