SPAC Kistos will acquire Tulip Oil Netherlands B.V.

22 March 2021

In the proposed de-SPACing transaction, Kistos Plc. will acquire all shares in Tulip Oil Netherlands B.V.

Tulip Oil Netherlands B.V. and its wholly-owned subsidiary, Tulip Oil Netherlands Offshore B.V., own an interest in various offshore gas fields in the Dutch North Sea, which include the Q10-A offshore gas field, the Q10-B, Q11-B and M10/M11 discoveries, and other exploration and appraisal projects. Carbon emissions from the production activities of the Q10-A offshore gas were <10g C02e/boe1 in 2020 and 17g C02e/boe1 in 2019, which is significantly lower than the North Sea average.

Kistos Plc. is a closed-ended investment company which specialises in acquiring and managing companies or businesses in the energy sector and is listed on the Alternative Investment Market (AIM) of the London Stock Exchange.

The total consideration for the acquisition is EUR 220 million. This consideration will be satisfied through a combination of (i) cash, (ii) Kistos Plc. assuming an existing bond instrument issued by Tulip Oil Netherlands Offshore B.V., (iii) issuing a new debt instrument and (iv) issuing equity in Kistos Plc to Tulip Oil Netherlands B.V. Furthermore, EUR 163 million of contingent payments is payable on certain developmental milestones. Finally, Kistos Plc. will also issue warrants over EUR 5 million of ordinary shares at a premium of 30% to the price of any equity placing to Tulip Oil Netherlands B.V.

The transaction will be completed subject to, inter alia, closing the new TONO bond and finalising the equity component associated with financing the transaction, and the enlarged share capital of Kistos Plc. being admitted to trading on the AIM.

Houthoff, together with Orrick Herrington & Sutcliffe LLP, advised Kistos Plc. on its proposed de-SPACing acquisition of the entire share capital of Tulip Oil Netherlands B.V. from Tulip Oil Holding B.V. The Houthoff team consisted of Marloes Brans, Sylvia Dikmans, Marc van Beuge, Emma Schutte, Wieger Kop, Bas van der Mei, Liselotte Nass and Jet Akkerman led by Kirsten Berger.