Corporate M&A

Kistos Acquires Tulip Oil's Dutch Oil & Gas Business

By Isha Makkar
March 12, 2021
2 minutes read
Offshore Rig Sunset

LSE-listed Kistos Plc has entered into a binding share purchase agreement with privately held Tulip Oil Holding BV to acquire the entire issued and outstanding share capital of its Dutch subsidiary Tulip Oil Netherlands BV (TON), for a total consideration of €225 million, plus additional contingent payments. TON holds operated interests in various onshore and offshore gas-focused licenses in the Netherlands, in partnership with state-owned Energie Beheer Nederland BV (EBN). Upon completion of this deal, Tulip Oil will become a shareholder and debtholder of Kistos.

Under the terms of the agreement, the total consideration is €220 million, consisting of a cash payment, a stock consideration, issuance of a new debt instrument, and the assumption and refinancing of the existing bonds by Kistos. In addition, Kistos will also issue share purchase warrants of over €5 million of ordinary shares at a premium of 30% to the price of any equity private placement to Tulip Oil. A further contingent consideration of up to €163 million will also be payable by Kistos upon reaching certain development milestones.

TON and its wholly owned subsidiary Tulip Oil Netherlands Offshore BV (TONO) hold operating interests in various oil & gas assets located onshore in The Netherlands and offshore in the Dutch North Sea, with a primary focus on the offshore Q10-A gas field. In addition, the company also holds 60% operated interests in the offshore Q08, Q10-B, Q11, and M10/M11 discoveries, and in the onshore Donkerbroek (Main), Donkerbroek (West), and Akkrum 11 production projects.

The company has proved + probable (2P) reserves of approximately 19.4 million barrels of oil equivalent (MMboe) pertaining to blocks Q7-Q10a, and 2C contingent resources of approximately 78.5 MMboe pertaining to blocks Q10-B+Q11-B and M10a/M11, as of December 31st, 2020. Average daily production during 2020 was around 5,470 barrels of oil equivalent per day (boe/d) from blocks Q7-Q10a, of which 100% was gas.

“We see potential for significantly increased production from discovered hydrocarbons within the licences being acquired by Kistos. The team at Tulip have done a fantastic job to date in getting this low carbon production operation up and running and we are looking forward to working with them and our partners at EBN in replicating this success and being a model for future low impact developments,” said Andrew Austin, Chairman of Kistos.

London-based Kistos is a closed-ended investment company focused on the acquisition and management of companies or businesses in the energy sector in the UK and continental Europe.

Owned by funds managed by Global Natural Resource Investments (GNRI), Tulip Oil operates exploration and production assets located onshore and offshore in The Netherlands and Germany. In Germany, Tulip Oil holds interests through a 90% controlling stake in Rhein Petroleum Gmb.

Jefferies International is acting as financial advisor to Tulip Oil.

The transaction is subject to customary closing conditions, including the receipt of certain regulatory and shareholder consents and confirmations.

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