Business
Proposed Combination - Revised Terms
Proposed Combination - Revised Terms.
About this update from Kistos Holdings Plc
[{"type":"text","content":"\n \n \n \n \n NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF THAT JURISDICTION.\n \n \n \n \n \n \n \n \n \n THIS IS AN ANNOUNCEMENT OF A POSSIBLE OFFER FALLING UNDER RULE 2.4 OF THE UNITED KINGDOM (\"UK\") CITY CODE ON TAKEOVERS AND MERGERS (THE \"TAKEOVER CODE\") AND DOES NOT CONSTITUTE AN ANNOUNCEMENT OF A FIRM INTENTION TO MAKE AN OFFER UNDER RULE 2.7 OF THE TAKEOVER CODE. THERE CAN BE NO CERTAINTY THAT ANY OFFER WILL BE MADE.\n \n \n \n \n \n \n \n \n \n THIS ANNOUNCEMENT CONTAINS INSIDE INFORMATION FOR THE PURPOSES OF ARTICLE 7 OF REGULATION 2014/596/EU, WHICH IS PART OF UK DOMESTIC LAW PURSUANT TO THE MARKET ABUSE (AMENDMENT) (EU EXIT) REGULATIONS (SI 2019/310) (\"UK MAR\").\n \n \n \n \n \n \n \n \n \n FOR IMMEDIATE RELEASE\n \n \n \n 25 July2022\n \n \n \n \n \n Proposed Combination of Kistos plc with Serica Energy plc - Revised Combination Terms\n \n \n \n \n \n Kistos plc (\"Kistos\") is today announcing an update to the proposed combination with Serica Energy plc (\"Serica\") (the \"Proposed Combination\"), first announced on 12 July 2022 (the \"First Possible Offer Announcement\").\n \n \n \n \n \n The Board of Kistos confirms that on 22 July 2022 it wrote to the Board of Serica setting out an update to the Proposed Combination, with Kistos revising the combination terms for the entire issued and to be issued share capital of Serica (the \"Revised Combination Terms\"), as set out below.\n \n \n \n \n \n \n \n The Board of Serica rejected the Revised Combination Terms, with no rationale given nor engagement with the Board of Kistos. The Board of Kistos, therefore, in the interest of continued transparency has decided to announce these Revised Combination Terms.\n \n \n \n \n \n The Proposed Combination comprises a possible cash and share-for-share exchange offer by Kistos for Serica. Under the Revised Combination Terms, Kistos would offer for each Serica share:\n \n \n ·\n 0.4000 new Kistos shares; plus\n \n \n ·\n cash of 213 pence, comprising:\n \n \n o \n a distribution of capital to Serica shareholders via a cash payment of 67 pence per share; and\n \n \n o \n cash consideration equivalent to...