TIDMKIST

RNS Number : 3237A

Kistos Holdings PLC

23 May 2023

THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU WHICH IS PART OF DOMESTIC UK LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) (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.

23 May 2023

Kistos Holdings plc

("Kistos" or "the Company" and, together with its subsidiaries, "the Group")

Completion of Mime Petroleum A.S. Acquisition

Transaction marks entrance into the Norwegian Continental Shelf

Kistos (LSE: KIST), the low carbon intensity hydrocarbon producer pursuing a strategy to acquire assets with a role in energy transition, is pleased to announce the completion of the acquisition of all of the outstanding shares of Mime Petroleum A.S. ("Mime") from Mime Petroleum S.a.r.l. (the "Vendor").

Completion of the acquisition marks Kistos' entry into the Norwegian Continental Shelf and adds 24 MMboe of 2P reserves (operator estimate) plus 30 MMboe of 2C resources, increasing total Group reserves plus resources to approximately 80 MMboe. The acquisition will also add over 2,000 boe/d of production immediately and help to boost Group output to in excess of 15,000 boe/d in 2025 once the Jotun FPSO is on production..

The terms of the transaction are unchanged from the announcement made on 19 April 2023 and represent an adjusted consideration of US$111MM (excluding contingent amounts).

Highlights

-- Through its wholly owned subsidiary Kistos plc, Kistos has acquired 100% of the issued and to be issued share capital of Mime from the Vendor.

-- The consideration is US$1 plus the issue of up to 6 million warrants exercisable into new Kistos ordinary shares at a price of 385p each.

-- Mime will repay US$75MM of its debt, and the enlarged Group will assume the remaining US$225MM. A payment to Mime's bondholders of up to US$45MM in 2025 is contingent on certain operational milestones being achieved.

-- The Mime debt being retained by Kistos or retired by Mime, less Mime's cash balances at 31 March 2023 and less a tax refund due in December 2023, equates to approximately US$111MM.

-- Based on operator estimates, 2P reserves at Balder and Ringhorne were 24 MMboe net to Mime at the end of 2022. In addition, Kistos estimates Mime has net 2C resources of 30 MMboe, largely comprised of additional upside in Balder and Ringhorne plus the 2021 King oil discovery. Following the acquisition of Mime, total Group resources are approximately 80 MMboe.

-- Excluding contingent amounts payable, Kistos estimates that on a pro forma basis at 31 March 2023, the enlarged Group would have had net cash of EUR5MM, comprising cash of EUR293MM and outstanding Nordic Bonds of EUR288MM (EUR0.92 to US$1.00).

Andrew Austin, Executive Chairman of Kistos, said:

"Our entry into Norway signifies our commitment to securing sustainable growth opportunities across the North Sea Basin and positions us as an influential independent producer across three jurisdictions. Mime's assets give us visibility on a rising production profile over the next few years whilst enabling us to maintain our industry-leading Scope 1 and Scope 2 CO emissions in the medium-term.

"The focus now will be on immediately integrating Mime into Kistos. We look forward to working with Mime's experienced management team and leveraging their valuable knowledge of the assets and basin to achieve our shared objectives for the Group, while maintaining the responsible energy production at the heart of our operations."

ABG Sundal Collier acted as financial advisor to Kistos in relation to negotiations with the bondholders and the conclusion of the transaction.

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

Enquiries

 
 Kistos Holdings plc                    via Hawthorn Advisors 
  Andrew Austin, Executive Chairman 
 Panmure Gordon (NOMAD, Joint Broker)      Tel: 0207 886 2500 
  John Prior / James Sinclair-Ford 
 Berenberg (Joint Broker)                  Tel: 0203 207 7800 
  Matthew Armitt / Ciaran Walsh 
 Hawthorn Advisors (Public Relations       Tel: 0203 745 4960 
  Advisor) 
  Henry Lerwill / Simon Woods 
 Camarco (Public Relations Advisor)        Tel: 0203 757 4983 
  Billy Clegg

Notes to editors

Kistos plc was established to acquire and manage companies in the energy sector engaging in the energy transition trend. The Company has undertaken a series of transactions including the acquisition of a portfolio of highly cash generative natural gas production assets in the Netherlands from Tulip Oil Netherlands B.V. in 2021. This was followed in July 2022, with the acquisition of a 20% interest in the Greater Laggan Area (GLA) from TotalEnergies, which includes four producing gas fields and a development project. In May 2023, Kistos completed its third acquisition, acquiring the total share capital of Mime Petroleum and its Norwegian Continental Shelf assets. These comprise a 10% stake in the Balder joint venture spanning the Balder and Ringhorne oil fields.

Kistos is a low carbon intensity gas producer with Estimated Scope 1 CO emissions from its operated activities offshore of less than 0.01 kg/boe in 2022 (excluding necessary flaring during drilling campaigns).

https://www.kistosplc.com

- ENDS -

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.

END

ACQEALSDADXDEEA

(END) Dow Jones Newswires

May 23, 2023 02:00 ET (06:00 GMT)

Kistos (LSE:KIST)
Historical Stock Chart
From Apr 2024 to May 2024 Click Here for more Kistos Charts.
Kistos (LSE:KIST)
Historical Stock Chart
From May 2023 to May 2024 Click Here for more Kistos Charts.