Proposed admission to trading on AIM
Embargoed for release at 7.00 a.m. on 23 November 2020
THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH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. PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.
THIS ANNOUNCEMENT IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES OR ANY OTHER JURISDICTION. INVESTORS SHOULD NOT SUBSCRIBE FOR OR PURCHASE ANY SECURITIES REFERRED TO IN THIS ANNOUNCEMENT EXCEPT ON THE BASIS OF INFORMATION IN THE ADMISSION DOCUMENT PUBLISHED BY KISTOS PLC IN CONNECTION WITH THE PROPOSED ADMISSION OF ITS ORDINARY SHARES TO TRADING ON AIM.
23 November 2020
("Kistos" or the "Company")
Proposed admission to trading on AIM
Kistos, the closed-ended investment company which has been established with the objective of creating value for its investors through acquisition and management of companies or businesses in the energy sector,is pleased to announce its initial public offering by way of a conditional placing (the "Placing") and subscription (the "Subscription") for new ordinary shares ("Ordinary Shares") at a price of 100 pence per share (the "Placing Price") to raise, in aggregate, gross proceeds of £31.75 million (the "Fundraising").
The Company has today published its admission document and has applied for the admission ("Admission") of its entire issued and to be issued ordinary share capital to trading on the AIM market of the London Stock Exchange ("AIM"). The full terms and conditions of the Placing and Admission are set out in the admission document, which will be made available at the Company's website, www.kistosplc.com.
Admission is expected to occur, and dealings to commence, at 8.00 a.m. on Wednesday 25 November 2020, under the ticker "KIST" with the ISIN GB00BLF7NX68 and the SEDOL BLF7NX6.
- Kistos will be led by Andrew Austin (Non-executive chairman), and Richard Benmore, Julie Barlow and Alan Booth (Non-executive directors).
- Andrew Austin was founder and executive chairman of Rockrose Energy plc ("RockRose") from 2016 until September 2020, during which time:
o RockRose carried out two funding rounds, raising a total of £13 million, and returned to shareholders £297.6 million through distributions, dividends, share buybacks and ultimately a sale for cash consideration; and
o RockRose was sold to Viaro Energy Limited ("Viaro") in August 2020 at a price per share of £18.50, representing a premium to the closing mid-market share price on the day prior to announcement of c.64%.
- Pursuant to the Fundraising, the Company has raised £31.75 million (before expenses) at a price of 100 pence per share through the issuance of 31,750,000 new Ordinary Shares.
- Prior to the Fundraising, the Company raised £4.25 million from the Board and certain other individuals (the "Initial Fundraise"), all of whom have chosen to invest a further £10.1 million at the Placing Price pursuant to the Fundraising.
- Immediately following Admission, the Company will have 40,250,000 Ordinary Shares in issue and, based on the Placing Price, the market capitalisation of Kistos at Admission will be £40.25 million.
- To date, the Company has raised a total of £36 million and its cash balance following Admission will be approximately £34.4 million (after the deduction of expenses relating to the Fundraising).
- Andrew Austin's total participation in the Initial Fundraise and the Fundraising is £10.5 million.
Andrew Austin, Non-Executive Chairman of Kistos, said:
"We have established Kistos to invest in energy and the energy transition, with the intention of pursuing a rigorous approach to asset selection and active forward-looking stewardship. The Directors believe that the UK's energy transition agenda will create opportunities arising from the Government and all our objective of meeting net zero by 2050. I am delighted to welcome the new Board, whose depth of experience in legacy energy assets and vision of the energy transition will be central to our growth. We look forward to working with the new shareholders of Kistos following this fundraising."
FURTHER INFORMATION ON THE COMPANY
Kistos is a closed-ended investment company incorporated in England and Wales on 14 October 2020. The Company has been established with the objective of creating value for its investors through acquisition and management of companies or businesses in the energy sector. Upon Admission the Company will be an "investing company" for the purposes of the AIM Rules for Companies. "Kistos" (Greek) is a genus of flowering plants in the Rockrose family "Cistaceae", containing about 20 species (Ellul et al. 2002). They are perennial shrubs found on dry or rocky soils. With the Kistos genus being hardy plants, the Board considers the Company's name to be reflective of the principles underlying its investing policy and strategy.
The Company will be led by Andrew Austin in his role as non-executive chairman, and Richard Benmore, Julie Barlow and Alan Booth in their roles as non-executive directors.
The members of the Board intend to use their extensive collective experience and successful track records in the energy sector to identify and complete acquisitions and generate value through operational improvements.
Track record of the Board
Andrew Austin served as Executive Chairman of RockRose from 2016 until 2020, delivering a 42x return to shareholders through a strategy of counter-cyclical acquisitions of legacy / non-core assets in the North Sea and wider UK oil and gas sector. RockRose carried out two funding rounds, raising a total of £13 million. It returned to shareholders £297.5 million through distributions, dividends, share buybacks and ultimately a sale for cash consideration. RockRose was sold to Viaro in August 2020 at a price per share of £18.50, representing a premium to the prevalent share price on the day prior to announcement of 64 per cent.
Richard Benmore B.Sc, M.Sc, Ph.D, a former non-executive director of RockRose until its acquisition by Viaro, has 35 years' experience in the oil and gas industry in a variety of roles. He started his career as a petroleum geologist before moving into various commercial, business development and E&P managerial positions. Latterly he also managed Nexen's unconventional projects in the UK and Poland and was a board member of Nexen Exploration UK.
Julie Barlow joined the Pentex Group of companies in 1999 as financial controller. As a result of a MBO in 2003, she was retained as group financial controller and company secretary. In 2005, the Star Energy Group acquired the Pentex Group and Julie was promoted, initially to financial controller and then managing director of the Production Division. In 2008, the Star Energy Group became part of the PETRONAS Global Group of Companies. In 2011, the Production Division of the Star Energy Group was acquired by IGas Energy PLC. Since 2017, Julie has been an independent contractor, latterly working with RockRose, supporting its M&A capability and integration of acquisitions.
Alan Booth has 30 years' experience in oil and gas exploration. He is currently a director of Storegga Geotechnologies, which champions and delivers carbon storage (CCS), hydrogen and other subsurface renewable projects in the UK and internationally. Between 2013 and 2018, Alan was a non-executive director of Ophir Energy plc, an Official List company, becoming CEO in May 2018. In this role, he led Ophir through its £391 million recommended offer from Ophir Medco Energi Global PTE Limited, which completed in May 2019. Previously, Alan was founder and CEO of EnCore Oil plc, an AIM -listed oil and gas exploration company, and he was the founder and director of EnCounter Oil Ltd. Alan holds a BSc in Geology from the University of Nottingham and a MSc DIC in Petroleum Geology from the Royal School of Mines, Imperial College. He is a former president of the UK Offshore Operators Association (UKOOA) and was a director of the Oil and Gas Independents Association (OGIA) between 2006 and February 2020.
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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 common shares or other 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.
Panmure Gordon (UK) Limited ("Panmure Gordon"), which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company as Nominated Adviser and Broker in connection with the placing and admission, and will not be responsible to any other person for providing the protections afforded to customers of Panmure Gordon or advising any other person in connection with the placing and admission. Panmure Gordon's responsibilities as the Company's Nominated Adviser under the AIM Rules for Companies and the AIM Rules for Nominated Advisers will be owed solely to the London Stock Exchange and not to the Company, the directors or to any other person in respect of such person's decision to subscribe for or acquire ordinary shares. Apart from the responsibilities and liabilities, if any, which may be imposed on Panmure Gordon by the Financial Services and Markets Act 2000 or the regulatory regime established under it, Panmure Gordon does not accept any responsibility whatsoever for the contents of this announcement, and no representation or warranty, express or implied, is made by Panmure Gordon with respect to the accuracy or completeness of this announcement or any part of it and no responsibility or liability whatsoever is accepted by Panmure Gordon for the accuracy of any information or opinions contained in this announcement or for the omission of any material information from this announcement.
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.
Neither the content of the Company's website nor any website accessible by hyperlinks on the Company's website is incorporated in, or forms part of, this announcement.
 Calculated on the basis of the position of an investor in the original RockRose IPO subscribing for the ordinary shares at a price of 50 pence, recurring dividends and capital terms totalling £2.35 per share and exit consideration at £18.50 per share.
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