Rule 2.8 Announcement
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
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Kistos plc Andrew Austin, Executive Chairman |
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c/o Camarco Tel: +44 (0) 20 3757 4983 |
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BofA Securities (Financial Adviser)Julian Mylchreest Geoff Iles Tom Milner Ben Winstanley (Corporate Broking) |
Tel: +44 (0) 20 7628 1000 |
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Panmure Gordon (Nomad, Joint Corporate Broker) Richard MorecombeJohn PriorJames Sinclair-Ford |
Tel: +44 (0) 20 7886 2500 |
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Berenberg (Joint Corporate Broker) Matthew Armitt Jack Botros |
Tel: +44 (0) 20 3207 7800 |
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Camarco (Public Relations Adviser) |
Tel: +44 (0) 20 3757 4983 |
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Billy Clegg Georgia Edmonds |
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Hawthorn Advisors (Public Relations Adviser) Henry Lerwill Simon Woods |
Tel: +44 (0) 203 745 4960 |
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.
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