The Board of Serica Energy plc (“Serica” or the “Company”) notes the announcement this morning by Kistos plc (“Kistos”) of a possible cash and share offer by Kistos for Serica. The proposed terms are the same as the terms outlined in a possible non-binding offer made by Kistos on 24 May 2022 that was rejected by the Serica Board on 1 June 2022.
Serica proactively considers its strategic options and confirms that on 1 July 2022 it made a non-binding cash and share offer for the entire issued and to be issued share capital of Kistos (the “Indicative Offer”).
On 8 July 2022 the Indicative Offer was rejected by the Board of Kistos.
Serica is considering its position.
There can be no certainty that an offer will be made, or as to the terms of any such offer.
A further statement will be made as appropriate.
Serica shareholders are strongly advised not to take any action.
Important Code notes
In accordance with Rule 2.6(a) of the Code, Serica is required, by not later than 5.00 p.m. on 9 August 2022, to either announce a firm intention to make an offer for Kistos in accordance with Rule 2.7 of the Code or announce that it does not intend to make an offer for Kistos, in which case the announcement will be treated as a statement to which Rule 2.8 of the Code applies. This deadline can be extended with the consent of the Panel on Takeovers and Mergers in accordance with Rule 2.6(c) of the Code.
Pursuant to Rule 2.5 of the Code, Serica reserves the right to introduce other forms of consideration and/or vary the mix or composition of consideration of any offer at its discretion, and make an offer at any time at a lower value or on less favourable terms with the recommendation or consent of the Board of Kistos, if Kistos announces, declares or pays any dividend or any other distribution to shareholders (in which case Serica will have the right to make an equivalent reduction to the terms of the Indicative Offer), if a third party announces a firm intention to make an offer for Kistos on less favourable terms than the Indicative Offer, or following the announcement by Kistos of a Rule 9 waiver pursuant to the Code or a reverse takeover (as defined in the Code).
The person responsible for arranging the release of this announcement on behalf of Serica is Mitch Flegg, CEO.
