Kistos Holdings Regulatory News (KIST)

20 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THIS ANNOUNCEMENT, INCLUDING THE INFORMATION CONTAINED IN IT, IS RESTRICTED AND IS NOT FOR PUBLICATION, RELEASE OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, IN OR INTO OR FROM THE UNITED STATES, AUSTRALIA, CANADA, JAPAN, OR THE REPUBLIC OF SOUTH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.

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU (WHICH FORMS PART OF DOMESTIC UK LAW PURSUANT TO THE EUROPEAN UNION (WITHDRAWAL) ACT 2018 (THE "EUWA")) ("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.

PLEASE SEE THE IMPORTANT NOTICE WITHIN THIS ANNOUNCEMENT.

For immediate release

Kistos plc ("Kistos" or the "Company")

Result of Equity Financing

and

Directors' Shareholdings

Kistos is pleased to announce the results of the Equity Financing announced earlier today (the "Launch Announcement") in connection with the proposed acquisition of the entire issued and outstanding share capital of Tulip Oil Netherlands B.V..

The Company has conditionally raised gross proceeds of £52.5 million through the issue of 33,870,968 New Ordinary Shares at 155 pence per share, pursuant to the Equity Financing, comprising:

· the Placing, which has conditionally raised gross proceeds of £48.83 million through the issue of 31,502,051 Placing Shares at the Issue Price;

· the Subscription, which has conditionally raised gross proceeds of £2.58 million through the issue of 1,664,516 Subscription Shares at the Issue Price; and

· the PrimaryBid Offer, which has conditionally raised £1.09 million through the issue of 704,401 PrimaryBid Shares at the Issue Price.

The New Ordinary Shares (being the Placing Shares, the Subscription Shares and the PrimaryBid Shares and also the 8,742,775 Consideration Shares to be issued to the Vendor under the terms of the Acquisition Agreement) will represent 51.4 per cent. of the Enlarged Share Capital of the Company. The New Ordinary Shares will be issued credited as fully paid and will, on issue, be identical to and rank pari passu in all respects with the Existing Ordinary Shares.

The Equity Financing is subject to the conditions set out in the Launch Announcement, and the proposed Acquisition is conditional upon the passing of all of the resolutions at the General Meeting and Admission.

Publication of Admission Document, Notice of General Meeting and restoration of trading on AIM

The Company expects to publish the Admission Document, which includes a circular and a Notice of General Meeting, tomorrow.

Accordingly, following publication of the Admission Document, trading in the Company's Existing Ordinary Shares on AIM is expected to be restored from 7.30 a.m. tomorrow.

Directors' Shareholdings and related party transaction

Certain Directors have each subscribed for Subscription Shares pursuant to the Subscription. As at 19 April 2021 (being the latest practicable date prior to the notification of this announcement) and as expected to be immediately following Admission, the interests of each such Director in the issued share capital of the Company are as follows:

1 Note: 6,000,000 Ordinary Shares are held by Mr Austin personally and 7,500,000 Ordinary Shares are held in his self-invested personal pension scheme ('SIPP'). The Subscription Shares will be held in Mr Austin's SIPP.

Related party transaction

The participation in the Subscription of certain Directors, as stated above, constitute related party transactions for the purposes of the AIM Rules. The Director who is independent of the related party transaction, being Julie Barlow, having consulted with Panmure Gordon (UK) Limited ("Panmure Gordon"), the Company's nominated adviser for the purposes of the AIM Rules, considers the terms of participation of each of Andrew Austin, Richard Benmore and Alan Booth in the Subscription to be fair and reasonable insofar as Shareholders are concerned.

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

For the purposes of UK MAR, the person responsible for arranging for the release of this announcement on behalf of Kistos is Andrew Austin, Executive Chairman.

Andrew Austin commented: "I am delighted to announce this Fundraising, which achieved the maximum quantum implied by the range that was announced earlier this morning. I am very grateful both to existing and new shareholders for their support of the TON Acquisition."

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, 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.

This announcement is directed only at: persons who are (a) in a member state of the European Economic Area who are qualified investors (within the meaning of the Prospectus Regulation (EU) 2017/1129) ("EU Prospectus Regulation"), (b) in the United Kingdom qualified investors as defined in article 2(e) of the EU Prospectus Regulation as it forms part of UK domestic law by virtue of the EUWA, (the "UK Prospectus Regulation"), who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 ("Order") (investment professionals) or (ii) who fall within Article 49(2)(a) to (d) of the Order (high net worth companies, unincorporated associations etc.) and (c) those persons to whom it may otherwise be lawfully communicated.

The Placing Shares to be issued pursuant to the Placing will not be admitted to trading on any stock exchange other than AIM.

Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into, or forms part of, this announcement.

UK Product Governance Requirements

Solely for the purposes of the product governance requirements contained within the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK Product Governance Rules") , and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the UK Product Governance Rules) may otherwise have with respect thereto, the Placing Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of (a) retail clients, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the EUWA , (b) investors who meet the criteria of professional clients as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA and (c) eligible counterparties as defined in the FCA Handbook Conduct of Business Sourcebook ("COBS"); and (ii) eligible for distribution through all distribution channels as are permitted by Directive 2014/65/EU (the "UK Target Market Assessment"). Notwithstanding the UK Target Market Assessment, distributors should note that: the price of the Placing Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Placing Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The UK Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the Placing. Furthermore, it is noted that, notwithstanding the UK Target Market Assessment, Panmure Gordon will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the UK Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of COBS; or (b) a recommendation to any investor or group of investors to invest in, or purchase, or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

EU Product Governance Requirements

Solely for the purposes of the product governance requirements contained within: (a) EU Directive 2014/65/EU on markets in financial instruments, as amended ("MiFID II"); (b) Articles 9 and 10 of Commission Delegated Directive (EU) 2017/593 supplementing MiFID II; and (c) local implementing measures (together, the "MiFID II Product Governance Requirements"), and disclaiming all and any liability, whether arising in tort, contract or otherwise, which any 'manufacturer' (for the purposes of the MiFID II Product Governance Requirements) may otherwise have with respect thereto, the Shares have been subject to a product approval process, which has determined that the Placing Shares are: (i) compatible with an end target market of retail clients and investors who meet the criteria of professional clients and eligible counterparties, each as defined in MiFID II; and (ii) eligible for distribution through all distribution channels as are permitted by MiFID II (the "EU Target Market Assessment"). Notwithstanding the EU Target Market Assessment, distributors should note that: the price of the Shares may decline and investors could lose all or part of their investment; the Placing Shares offer no guaranteed income and no capital protection; and an investment in the Shares is compatible only with investors who do not need a guaranteed income or capital protection, who (either alone or in conjunction with an appropriate financial or other adviser) are capable of evaluating the merits and risks of such an investment and who have sufficient resources to be able to bear any losses that may result therefrom. The EU Target Market Assessment is without prejudice to the requirements of any contractual, legal or regulatory selling restrictions in relation to the placing. Furthermore, it is noted that, notwithstanding the EU Target Market Assessment, Panmure Gordon will only procure investors who meet the criteria of professional clients and eligible counterparties.

For the avoidance of doubt, the EU Target Market Assessment does not constitute: (a) an assessment of suitability or appropriateness for the purposes of MiFID II; or (b) a recommendation to any investor or group of investors to invest in, or purchase or take any other action whatsoever with respect to the Placing Shares. Each distributor is responsible for undertaking its own target market assessment in respect of the Placing Shares and determining appropriate distribution channels.

Notification and public disclosure of transactions by persons discharging managerial responsibilities ("PDMRs") and persons closely associated with them.