5 August 2024
Kistos
Holdings plc
("Kistos" or the
"Company")
Grant of
Options, Adoption of Share Incentive Plan and PDMR
Dealings
Kistos (LSE: KIST) announces that on
1 August 2024 it made awards of options (the "Options") over ordinary shares of £0.01
each of the Company (the "Ordinary
Shares") to certain directors of the Company. Additionally,
the Company announces the adoption of the Kistos Holdings plc Share
Incentive Plan (the "SIP")
on 25 July 2024 and has invited qualifying employees of the Company
and its subsidiaries to participate in the SIP.
Grant of Options and Equity
Incentive Plan
The Options have been granted over a
maximum number of Ordinary Shares shown below. The Options are
being made pursuant to the terms of the Company's 2021 Equity
Incentive Plan ("EIP"). The Options have an exercise price of £1.30
per Ordinary Share, being the closing price of the Ordinary Shares
on 31 July 2024. This is the first grant of options to directors of
the Company since its inception in 2020, with employees also being
granted further options under the plan.
The EIP is available to all
employees and, amongst other things, details that no awards under
the EIP shall be made where aggregation of such ordinary shares
under option would exceed 10% of the share capital of the Company.
Awards made under the EIP, including exercise price and number of
option awards, are made at the discretion of the remuneration
committee of the Board. Options vest in three equal annual
instalments commencing on the first anniversary of the date of
grant, subject to continued employment. No other performance
conditions apply.
The details of the options are as
follows:
|
Directors
|
Title
|
Number of Ordinary Shares subject to
the Options
|
|
Andrew Austin
|
Executive Chairman
|
676,923
|
|
Peter Mann
|
Chief Executive Officer
|
592,308
|
|
Richard Slape
|
Chief Financial Officer
|
507,692
|
The notifications set out at the end
of this announcement, made in accordance with the requirements of
Regulation 2014/596/EU which is part of domestic UK law
pursuant to the European Union (Withdrawal) Act 2018 ("UK MAR"), provide further detail in
relation to the Options granted.
Adoption of Share Incentive
Plan
The Company is also pleased to
announce that the board of directors of the Company adopted the
Kistos Holdings plc Share Incentive Plan (the "SIP") on 25 July 2024 and has invited
qualifying employees of the Company and its subsidiaries to
participate in the SIP. The qualifying employees may accept the
invitation to participate in the SIP by 14 August 2024.
The SIP is an all-employee trust
arrangement adopted pursuant to Schedule 2 to the Income Tax
(Earnings and Pensions) Act 2003 pursuant to which qualifying
employees of the Company and its subsidiaries are able to acquire
Ordinary Shares (the "Partnership
Shares") using deductions from their salary each month and
receive an allocation of two Ordinary Shares (the "Matching Shares") for every one
Partnership Share acquired, each at the end of the relevant period
(the "Accumulation
Period"). The maximum investment by any one employee under
the SIP is £1,800 per annum.
The Company will make a further
announcement in due course after 14 August 2024 confirming the
persons discharging managerial responsibilities who have committed
to participate in the SIP ("PDMRs"). The Company will also make
further announcements after the end of each Accumulation Period
with details of the Partnership Shares acquired on behalf of the
PDMRs and the allocation of the Matching Shares to the
PDMRs.
Enquiries
|
Kistos Holdings plc
Andrew Austin / Peter
Mann
|
via Hawthorn Advisors
|
|
Panmure Liberum (NOMAD, Joint Broker)
James
Sinclair-Ford / Dougie McLeod / Mark Murphy
|
Tel: 0207
886 2500
|
|
Berenberg (Joint Broker)
Matthew Armitt / Ciaran
Walsh
|
Tel: 0203
207 7800
|
|
Hawthorn Advisors (Public Relations
Advisor)
Henry Lerwill / Simon
Woods
|
Tel: 0203
745 4960
|
|
Camarco (Public Relations Advisor)
Billy Clegg
|
Tel: 0203
757 4983
|
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 inJuly 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 Balder
and Ringhorne oil fields.
Kistos is a low carbon intensity gas
producer with Estimated Scope 1 CO₂
emissions from its operated activities offshore of
less than 0.01 kg/boe in 2022 (excluding necessary flaring during
drilling campaigns).
www.kistosplc.com
Notification and public disclosure
of transactions by persons discharging managerial responsibilities
and persons closed associated with them.
The below notifications are made in
accordance with the requirements of UK MAR.
|
1
|
Details of the person discharging
managerial responsibilities/person closely associated
|
|
a)
|
Name
|
Andrew Austin
|
| 2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Executive Chairman
|
|
b)
|
Initial Notification
Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
|
a)
|
Name
|
Kistos Holdings plc
|
|
b)
|
LEI
|
213800L2ET5KEP3OMV07
|
|
4
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the financial
instrument,
type of
instrument
Identification code
|
Ordinary shares of £0.1
each
ISIN: GB00BLF7NX68
|
|
b)
|
Nature of the
transaction
|
Grant of options under the 2021
Equity Incentive Plan
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£1.30
|
676,923
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
|
Price(s)
|
Volume(s)
|
|
£1.30
|
676,923
|
|
|
e)
|
Date of the transaction
|
1 August 2024
|
|
f)
|
Place of the transaction
|
N/A
|
|
g)
|
Additional Information
|
N/A
|
|
1
|
Details of the person discharging
managerial responsibilities/person closely associated
|
|
a)
|
Name
|
Peter Mann
|
| 2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Chief Executive Officer
|
|
b)
|
Initial Notification
Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
|
a)
|
Name
|
Kistos Holdings plc
|
|
b)
|
LEI
|
213800L2ET5KEP3OMV07
|
|
4
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the financial
instrument,
type of
instrument
Identification code
|
Ordinary shares of £0.1
each
ISIN: GB00BLF7NX68
|
|
b)
|
Nature of the
transaction
|
Grant of options under the 2021
Equity Incentive Plan
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£1.30
|
592,308
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
|
Price(s)
|
Volume(s)
|
|
£1.30
|
592,308
|
|
|
e)
|
Date of the transaction
|
1 August 2024
|
|
f)
|
Place of the transaction
|
N/A
|
|
g)
|
Additional Information
|
N/A
|
|
1
|
Details of the person discharging
managerial responsibilities/person closely associated
|
|
a)
|
Name
|
Richard Slape
|
| 2
|
Reason for the
notification
|
|
a)
|
Position/status
|
Chief Financial Officer
|
|
b)
|
Initial Notification
Amendment
|
Initial notification
|
|
3
|
Details of the issuer, emission
allowance market participant, auction platform, auctioneer or
auction monitor
|
|
a)
|
Name
|
Kistos Holdings plc
|
|
b)
|
LEI
|
213800L2ET5KEP3OMV07
|
|
4
|
Details of the transaction(s):
section to be repeated for (i) each type of instrument; (ii) each
type of transaction; (iii) each date; and (iv) each place where
transactions have been conducted
|
|
a)
|
Description of the financial
instrument,
type of
instrument
Identification code
|
Ordinary shares of £0.1
each
ISIN: GB00BLF7NX68
|
|
b)
|
Nature of the
transaction
|
Grant of options under the 2021
Equity Incentive Plan
|
|
c)
|
Price(s) and volume(s)
|
|
Price(s)
|
Volume(s)
|
|
£1.30
|
507,692
|
|
|
d)
|
Aggregated information
- Aggregated volume
- Price
|
|
Price(s)
|
Volume(s)
|
|
£1.30
|
507,692
|
|
|
e)
|
Date of the transaction
|
1 August 2024
|
|
f)
|
Place of the transaction
|
N/A
|
|
g)
|
Additional Information
|
N/A
|