Notice of General Meeting & Scheme of Arrangement

RNS Number : 1347H

Kistos PLC

22 November 2022

 

THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH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 CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UNITED KINGDOM DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) ("UK MAR"). UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION (AS DEFINED IN UK MAR) IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN.

22 November 2022

Kistos plc

Notice of General Meeting and Scheme of Arrangement

The board of directors of Kistos plc ("Kistos" or "Company" or, together with its subsidiary or subsidiary undertakings, the "Group"; the "Board") (AIM: KIST) announces that a court meeting ("Court Meeting") will be held on 14 December 2022 at 10.30 a.m. and a general meeting ("GM") of the Company shall occur thereafter at 10.50 a.m. on 14 December 2022.

The Board further announces it is pursuing a scheme of arrangement under Part 26 of the Companies Act 2006, as amended (the "Scheme") following which the Group will interpose and maintain a new non-operational entity, Kistos Holdings plc, which will become the holding company of, and the provider of working capital to, the Group.

A circular in relation to the Scheme containing notices of Court Meeting and GM (the "Meetings") and associated forms of proxy (the "Circular"). Copies of the Circular will today be sent to the shareholders of the Company ("Shareholders") and will be available for inspection on the Kistos website: https://kistosplc.com/investors/circulars/ . 

The Board views the Scheme as the most effective and appropriate way to structure the Group and, ultimately, to restructure the Group's debt facilities on a more efficient basis. The rights of Shareholders will remain unchanged following the Scheme and Shareholders will be able to trade their holdings in Kistos Holdings plc Ordinary Shares as they were able to do in relation to Kistos plc Ordinary Shares.

As set out in the Circular, the following is the expected timetable of principal events:

Item	Date and time
Latest time for receipt by the Registrar of the blue Form of Proxy from the Shareholders for the Court Meeting	10.30 a.m. on Monday 12 December 2022
Latest time for receipt by Company's Registrar of yellow Form of Proxy from the Shareholders for the General Meeting	10.50 a.m. on Monday 12 December 2022
Scheme Voting Record Time	Close of business on Monday 12 December 2022
Court Meeting	10.30 a.m. on Wednesday 14 December 2022
General Meeting	10.50 a.m. on Wednesday 14 December 2022
Results of General Meeting and Court Meeting announced through an RIS	Wednesday 14 December 2022
Scheme Sanction Hearing*	Monday 19 December 2022
Last day of dealings in, and for registration of transfers of, Kistos plc Ordinary Shares*	Wednesday 21 December 2022
Scheme Record Time*	Close of business on Wednesday 21 December 2022
Scheme Effective Date*	Thursday 22 December 2022
Scheme Effective Time*	Immediately prior to 8.00 a.m. on Thursday 22 December 2022
Suspension of listing of, and dealings in, Kistos plc Ordinary Shares*	8.00 a.m. on Thursday 22 December 2022
Delisting of Kistos plc Ordinary Shares*	8.00 a.m. on Thursday 22 December 2022
Admission of, and dealings commence in, Kistos Holdings plc Ordinary Shares on AIM*	8.00 a.m. on Thursday 22 December 2022
Crediting of Kistos Holdings plc Ordinary Shares to CREST accounts*	As soon as is practical on Thursday 22 December 2022
Dispatch of share certificates for Kistos Holdings plc Ordinary Shares*	By Thursday 3 January 2023
*These dates are subject to change. Any change of date will be announced via RNS announcement, as applicable.

All voting on the resolutions at the Meetings will be conducted on a poll, which means that Shareholders should submit their forms of proxy as soon as possible. To be valid, the forms of proxy must be lodged with the Company's registrar, LINK Group, PSX-1, Central Square, 29 Wellington Street, Leeds LS1 6DN, United Kingdom, so as to arrive by no later than 10.30 a.m. on 12 December 2022 .

Full details of the operation and arrangements of the Meetings are set out in the notices of the Meetings found in the Circular.

This announcement contains inside information for the purposes of UK MAR. The person responsible for this announcement is Andrew Austin , Executive Chairman .

Enquiries:

Kistos plc Andrew Austin, Executive Chairman (c/o Hawthorn Advisors)	Tel: [phone]
Panmure Gordon (Nomad, Joint Broker) John Prior / James Sinclair-Ford	Tel: +44 ( 0)20 7886 2500
Hawthorn Advisors (Public Relations Advisor) Henry Lerwill / Simon Woods	Tel: [phone]
Berenberg (Joint Broker) Matthew Armitt / Ciaran Walsh	Tel: [phone]
Camarco (Public Relations Advisor) Billy Clegg / Georgia Edmonds	Tel: [phone]

 

END

 

 

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