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).
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)
|
| ||||
| d) | Aggregated information - Aggregated volume - Price |
| ||||
| 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)
|
| ||||
| d) | Aggregated information - Aggregated volume - Price |
| ||||
| 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)
|
| ||||
| d) | Aggregated information - Aggregated volume - Price |
| ||||
| e) | Date of the transaction | 1 August 2024
| ||||
| f) | Place of the transaction | N/A
| ||||
| g) | Additional Information | N/A
| ||||
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