Boston International Holdings PLC Potential RTO of Topic S.A & Suspension of Listing (7705X)
28 April 2023 - 2:24AM
UK Regulatory
TIDMBIH
RNS Number : 7705X
Boston International Holdings PLC
27 April 2023
The information contained within this announcement is deemed by
the Company to constitute inside information for the purposes of
Article 7 of EU Regulation 596/2014 (which forms part of domestic
UK law pursuant to the European Union (Withdrawal) Act 2018) ("UK
MAR"). Upon the publication of this announcement via a Regulatory
Information Service, this information is considered to be in the
public domain.
For immediate release
27 April 2023
BOSTON INTERNATIONAL HOLDINGS PLC
("BIH" or the "Company")
Potential Reverse Takeover of Topic S.A.
Suspension of Listing
The Company is pleased to announce that it is in preliminary
discussions with the shareholders of Topic S.A. ("Topic") for the
acquisition by the Company of all (or, at least, not less than a
majority) of the issued share capital of Topic in exchange for the
issue of new ordinary shares in the Company (the "Potential
Acquisition").
Topic is a privately-owned, oil and gas exploration and
production company, incorporated in Tunisia, with interests in
three oil and gas blocks in offshore and onshore Tunisia:-
- a 100% operated working interest in the offshore Halk el
Menzel concession block which includes the producing Halk el Menzel
oil field and which covers an offshore area of 570 km(2) in the
Gulf of Hammamet in northern Tunisia. The national oil company,
Entreprise Tunisienne d'Activites Petroliere (ETAP), retains an
option to acquire 50% of the concession in case of any new
discovery within the concession area;
- a 15% interest (30% working interest) in the onshore Jelma
exploration block, covering an area of 7,216 km(2) located in
central west Tunisia - with the block currently operated by
Enterprise Tunisienne d'Activites Petroliere (ETAP) holding an 85%
interest; and
- a 43.75% interest in the offshore Zelfa concession block,
covering an area of 100 km(2) and also located in in the Gulf of
Hammamet in northern Tunisia, with Topic being the operator.
Potential Acquisition/RTO
The Potential Acquisition, if completed would result in the
Company's existing shareholders having a minority interest in the
enlarged group (the "Enlarged Group") and would constitute a
reverse takeover ("RTO") under the FCA's Listing Rules. The Company
has therefore requested an immediate suspension of the listing of
its existing issued ordinary shares on the FCA's Official List
(standard segment).
The Potential Acquisition remains subject, inter alia, to
completion of customary due diligence and regulatory approvals and
there is therefore no certainty that the Potential Acquisition will
proceed.
In addition, the Potential Acquisition would be conditional
on:-
- approval by shareholders of the Company at a general meeting
(including approval of a Rule 9 waiver resolution in relation to
the resultant shareholders position) at a general meeting by the
shareholders of the Company, notice of which would be sent to
shareholders in due course;
- completion of an equity fundraising in order to provide
additional capital for the Enlarged Group for the financing of its
exploration projects and to improve of its debt ratio; and
- publication of a prospectus in respect of the Enlarged Group
(following its approval by the FCA) and admission of the enlarged
issued share capital of the Company to listing of the FCA's
Official List (standard segment) and to trading on the London Stock
Exchange's main market for listed securities.
BIH Chairman, Christopher Pitman, commented:-
"This potential transaction offers shareholders an exciting
opportunity to participate in the ongoing exploration, appraisal
and development of oil reserves both offshore and onshore Tunisia
as well as in the greater North African region."
For more information, please contact:-
Boston International Holdings Plc
Christopher Pitman, Chairman +44 (0) 7768 104329
Peterhouse Capital Limited (Broker)
Lucy Williams / Duncan Vasey +44 (0) 20 7469 0930
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END
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