AIM Rule 26

The following information is being disclosed for the purposes of Rule 26 of the AIM Rules.
The Company is subject to the UK City Code on Takeover and Mergers.

Last update: 22 September 2024

Business Description

Kistos is an operating company incorporated in England and Wales on 14 October 2020. The Company was established with the objective of creating value for its investors through the acquisition and management of companies or businesses in the energy sector. In line with that objective Kistos completed the acquisition of Tulip Oil Netherlands on 20th May 2021.

“Kistos” (Greek) is a genus of flowering plants in the rockrose family “Cistaceae”, containing about 20 species (Ellul et al. 2002). They are perennial shrubs found on dry or rocky soils. With the Kistos genus being hardy plants the Board considers the Company’s name to be reflective of the principles underlying its Investing Policy and strategy.

The Company will be led by Andrew Austin in his role as Executive Chairman, and Richard Benmore, Steve Pawson and Alan Booth in their roles as non-executive directors. The members of the Board intend to use their extensive collective experience and successful track records in the energy sector to identify and complete acquisitions and generate value through operational improvements.

Corporate Governance

Board of Directors

Board Committees

Audit Committee
The Audit Committee, which will initially comprise Alan Booth and Steve Pawson, with Steve Pawson acting as Chairman, will determine and examine any matters relating to the financial affairs of the Company including the terms of engagement of the Company’s auditors and, in consultation with the auditors, the scope of the audit. In addition it will consider the financial performance, position and prospects of the Company and ensure they are properly monitored and reported on.

Nominations Committee
The Nominations Committee, which will initially comprise Andrew Austin and Richard Benmore with Andrew Austin acting as Chairman, will review the composition and efficacy of the Board and where appropriate recommend nominees as new directors to the Board.

Remuneration Committee
The Remuneration Committee, which will initially comprise Alan Booth and Steve Pawson with Alan Booth acting as Chairman, will review the performance of the Directors and set their remuneration (as and when their roles may be afforded a change to executive status), determine the payment of bonuses to the executive director and consider the overall approach and basis for the Company’s bonus and incentive arrangements for employees.

Disclosure committee
The disclosure committee will be responsible for ensuring that the Company makes timely and accurate disclosure of all information that is required to be disclosed to meet its disclosure obligations arising from the admission of its shares to AIM.

Country of incorporation and main country of operation

Kistos Holdings plc is incorporated and registered in England and Wales with registered number 14490676. Kistos Holdings plc’s main country of operation is the UK.

Details of exchanges or trading platforms

The securities of the Company are traded on the AIM market operated by the London Stock Exchange plc. Its shares have not been admitted, nor have any applications been made, for any of its shares to be admitted or traded on any other exchanges or trading platform.

Documents and Circulars

Number of securities in issue

Significant Shareholders

Details of any restrictions on the transfer of securities

No restrictions

Key advisers