Kistos Holdings Regulatory News (KIST)

21 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THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH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", the "Company" or the "Group")

Publication of Admission Document and Notice of General Meeting

and

Restoration of trading

Further to the announcements on 20 April 2021, Kistos announces that the Admission Document, which includes a circular and a Notice of General Meeting, has been published and is expected to be posted to Shareholders later today. The Admission Document is available to view on the Company's website at www.kistosplc.com.

Accordingly, the suspension of the Company's Existing Ordinary Shares from trading on AIM will be lifted with effect from 7.30 a.m. today, and trading in the Ordinary Shares on AIM will be restored at 8.00 a.m. today.

Notice of General Meeting

The General Meeting is to be held at 11:00 a.m. on 14 May 2021, as a virtual meeting in accordance with the Articles.

The purpose of the General Meeting is for Shareholders to consider, and if thought fit, approve resolutions to:

- approve the Acquisition (ordinary resolution);

- grant the Directors further authorities to allot new Ordinary Shares (ordinary resolution); and

- disapply statutory pre-emption rights in respect of such new Ordinary Shares (special resolution).

All voting at the resolutions at the General Meeting will be conducted on a poll which means that Shareholders should submit their proxy (by post or online voting) as soon as possible. We ask that all questions which Shareholders wish to raise be submitted to ir@kistosplc.com in advance.

Full details of the operation and arrangements for the General Meeting are set out in the Notice of General Meeting.

Admission

Application will be made for the Enlarged Share Capital of 82,863,743 Ordinary Shares, comprising the 40,250,000 Existing Ordinary Shares, the 31,502,051 Placing Shares, the 1,664,516 Subscription Shares, the 704,401 PrimaryBid Shares and the 8,742,775 Consideration Shares, to be admitted to trading on AIM. It is expected that Admission will become effective and that dealings in the Enlarged Share Capital will commence at 8.00 a.m. on 17 May 2021.

Following Admission, the Company's issued ordinary share capital will consist of 82,863,743 Ordinary Shares, with the right to one vote each. The Company will hold no Ordinary Shares in treasury. Therefore, the total number of ordinary shares and voting rights in the Company will be 82,863,743. With effect from Admission, this figure may be used by shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the share capital of the Company under the Company's Articles of Association.

On Admission, the Company will have a market capitalisation of approximately £128.44 million at the Issue Price. The ISIN number of the Ordinary Shares is and from Admission, will continue to be, GB00BLF7NX68 and the Company's TIDM is "KIST".

Capitalised terms in this announcement have the same meanings as defined in Appendix VIII to the Launch Announcement released at 7.00 a.m. on 20 April 2021, unless otherwise stated.

ENDS 

Enquiries:

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.

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, as amended 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.