Kistos Holdings PLC Completion of Mime Petroleum Acquisition (3237A)
23 5월 2023 - 3:00PM
UK Regulatory
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 -
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