Kibo Energy PLC (Incorporated in Ireland)
(Registration Number: 451931)
(External registration number: 2011/007371/10)
LEI Code:
635400WTCRIZB6TVGZ23
Share code on the JSE Limited: KBO
Share code on the AIM: KIBO
ISIN: IE00B97C0C31
('Kibo' or 'the Company')
Dated: 7 May 2024
Kibo Energy PLC ('Kibo' or the 'Company')
Kibo Subsidiary Announces
Business Update & Financing
Kibo Energy PLC (AIM: KIBO; AltX:
KBO), the renewable energy-focused development company, announces a
business update by its subsidiary Mast Energy Developments PLC
('MED'), a UK-based multi-asset owner, developer and operator in
the rapidly growing flexible power market.
Further details can be found in the full
MED RNS Announcement, which is available below and
at med.energy.
-------------------------
Dated: 7 May 2024
Mast Energy Developments PLC
('MED' or 'the Company')
Business Update,
Capitalisation of Loan, Issue of Equity &
Financing
Mast Energy Developments PLC, the
UK-based multi-asset owner, developer and operator in the rapidly
growing flexible power market, is pleased to announce a further
business operational update, capitalisation of an outstanding loan,
issue of equity, and a financing transaction. The details of the
foregoing are set out below.
Business Operational Update
Further to the Company's previous
announcement dated 26 April 2024, MED has now officially launched
the 2nd Phase of the work programme at its Pyebridge
asset. Pyebridge Power Ltd ("Pyebridge") has signed an Engineering
Works contract with the Pyebridge site's O&M contractor, Cooper
Östlund regarding the full long-block overhaul of one genset, and
certain essential improvements to the site. The expected timeline
to completion of the work and commercial operations date of the
refurbished genset is around 8 weeks.
During the time that the work on the
one genset will be performed, it is expected that the site's other
two gensets will remain operational and will continue to generate
revenue via its PPA with Statkraft. Pyebridge will also keep
receiving its current Capacity Market contract income from the
government.
Once the work on the first genset
has been completed, Pyebridge should have 3 gensets operating and
generating at optimum capacity. The plan is to overhaul the other
two gensets in due course, in order to maximise full reliability,
efficiency and revenue generating ability in the most
cost-efficient manner.
The total costs for the above
referred works on the one genset overhaul will be funded under the
new Funding Agreement with RiverFort, as previously announced on 28
February 2024, with Pyebridge as the borrower. As such, the board
of MED has agreed with RiverFort a 2nd Advance against
the Funding Agreement amounting to a gross total of £1,177,107. The
gross draw includes a VAT funding element, and once the associated
VAT has been reclaimed, and an expected refund for the replaced
long-block been received, it will be paid back to RiverFort
(anticipated to be in June), resulting in a net 2nd
Advance of c. £836,670. The proceeds from the 2nd
Advance will solely be used for the above-mentioned works at
Pyebridge on the genset engine overhaul. The 2nd Advance
accelerates the overhaul of the first engine, and once the work is
completed will result in additional revenue being generated sooner
than expected.
Capitalisation of Loan and Issue of Equity
Further to the Company's RNS dated
18 May 2023, the Company confirms that it has entered into a
partial settlement deed with the Institutional Lender, being
RiverFort Global Opportunities, in relation to the Reprofiled
Balance due under the Reprofiling Agreement. Under the terms of the
settlement deed Mr. Pieter Krügel, a director of the Company will
purchase from the Institutional Lender £325,000 (the "Capitalised
Balance") of the Reprofiled Balance due under the Reprofiling
Agreement, in consideration, the Institutional Lender of the
Reprofiling Agreement will be paid £325,000 in cash (the
"Acquisition").
In accordance with the terms of the
Reprofiling Agreement, the Capitalised Balance will be converted
into 162,500,000 new MED ordinary shares of 0.1p (the "Subscription
Shares") at a conversion price of 0.20p per share by Mr. Pieter
Krügel, a director of the Company (the "Conversion"). The
Capitalised Balance has been transferred and assigned to Mr.
Krügel. Following the Acquisition and Conversion, the remaining
outstanding balance due under the Reprofiling Agreement will be
£477,005.
Following admission of the
Subscription Shares, Mr. Krügel has agreed to sell the Subscription
Shares to new investors arranged by the Company's broker, Novum
Securities Limited ("Novum") at the same price per share as the
Conversion, being 0.20p (the "Placing"), for a gross consideration
of £325,000.
As part of the Placing
agreement with Novum, the Company will grant to Novum or associates
broker warrants valid for three years from the
issue date which shall give Novum the right to subscribe for one
ordinary share for each warrant issued. The number of warrants to
be issued is calculated as warrants equivalent to 6% of the gross
aggregate value of the Placing consideration at the Placing
price.
As part of the Conversion and
Placing, MED's major shareholder, Kibo Energy PLC has agreed to a
hard lock-in of its existing MED shares for a period of 3 months
from today's date (with no sale of shares allowed unless approved
by the MED Board in the usual exceptional circumstances).
Following issue of the Financing Shares, Kibo
Energy PLC will hold 83,211,746 Ordinary Shares representing
19.52% of the Company's enlarged issued share capital.
Completion of the Conversion is
conditional on, inter alia :- the Subscription Shares being
admitted to trading on the standard segment of the Main Market on
the London Stock Exchange on or around 29 May 2024 ("Admission").
Applications have been made to the
FCA and the London Stock Exchange for admission in respect of the
Subscription Shares. It is expected that Admission will become
effective, and that dealings in the Subscription Shares are
expected to commence, at 8.00 a.m. on or around 29 May 2024.
The rights attaching to the
Subscription Shares will be uniform in all respects and all of the
new Subscription Shares will rank pari passu and form a single
class for all purposes with the existing issued shares of £0.001
par value in the Company.
Financing
The Company has entered into a new
unsecured, non-convertible fixed term loan with RiverFort Global
Opportunities ("RiverFort"), amounting to £325,000 (the "Term
Loan"). The loan is subject to a fixed coupon of 10% and is
repayable in cash after 12 months. The proceeds of the Term Loan
will be used to further develop MED's existing development sites
and for working capital purposes.
Pieter Krügel, MED CEO, commented: "We are pleased to
have officially initiated the 2nd Phase work programme.
It will see Pyebridge generating at optimum capacity as soon as the
work has been completed, boosting revenues and profitability. We
have worked closely with the Pyebridge site's O&M
contractor to source a replacement
engine for the first overhaul, which was secured and ready to ship
much sooner than expected, and along with the associated
2nd Advance funding, resulting in an accelerated
timeline to get the overhauled genset into production and
generating additional revenue sooner. We are appreciative of the
ongoing support from RiverFort, and their preparedness to fund the
turnkey at Pyebridge, which is testament of their belief in MED's
business model. We are looking forward to completing the work on
the first genset. We will update the market with progress in due
course.
"Further, we are delighted to have completed the
capitalisation of the existing loan and the associated capital
placing via Novum. The cash proceeds due to MED under the Term Loan
will bolster our runway and ability to progress the Company's
strategy."
Total Voting Rights
Following Admission, the Company has
426,354,067 ordinary shares of £0.001 par value in issue, each with
one vote per share (and none of which are held in treasury). The
total number of voting rights in the Company is therefore
426,354,067. This figure may be used by shareholders in the Company
as the denominator for calculations to determine if they have a
notifiable interest in the share capital of the Company under the
Disclosure Guidance and Transparency Rules, or if such interest has
changed. For further information, please visit www.med.energy.
As Mr. Krügel is a Person
Discharging Managerial Responsibility ('PDMR') under the Company's
Share Dealing Policy Code, he has obtained consent from the Company
for the sale of the Subscription Shares, which was completed on
7 May 2024. Mr
Krügel has also notified the Financial Conduct Authority ('FCA') in
the prescribed manner by submitting the details shown on the
Dealing Notification Form below.
As a result of the Conversion and
prior to the Placing Mr Krügel's aggregate interest in the capital
of the Company will momentarily (pending completion of the Placing)
exceed the 30% of the entire share capital of the Company. In
compliance with the Takeover Code, the Panel on Takeovers and
Mergers have waived the requirement for a Rule 9 bid arising as a
result of the issue and allotment of the Subscription Shares to Mr
Krügel.
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them.
DEALING NOTIFICATION
FORM
FOR USE BY PERSONS
DISCHARGING MANAGERIAL RESPONSIBILITY AND THEIR
CLOSELY ASSOCIATED
PERSONS
1.
|
Details of the person discharging managerial
responsibilities/person closely associated
|
a)
|
Name:
|
Pieter
Krugel
|
2.
|
Reason for the notification
|
a)
|
Position/status:
|
Director
|
b)
|
Initial notification/Amendment:
|
Initial
|
3.
|
Details of the issuer, emission allowance market participant,
auction platform, auctioneer or auction monitor
|
a)
|
Name:
|
Mast
Energy Developments PLC
|
b)
|
LEI:
|
213800HFVHGJ9YGO9F71
|
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 £0.001
each
GB00BMBSCV12 / MAST
|
b)
|
Nature of the
transaction:
|
Capitalisation of £325,000 in to
162,500,000 new ordinary shares and disposal thereof.
|
c)
|
Price(s) and volume(s):
|
Price(s)
|
Volume(s)
|
£0.002
|
162,500,000
|
|
|
|
d)
|
Aggregated information:
Aggregated volume:
Price:
|
N/A
|
e)
|
Date of the transaction:
|
7 May 2024
|
f)
|
Place of the transaction:
|
Outside
Trading Venue
|
ENDS
This announcement contains inside information for the purposes
of the UK version of the Market Abuse Regulation (EU No. 596/2014)
as it forms part of United Kingdom domestic law by virtue of the
European Union (Withdrawal) Act 2018 ('UK MAR'). Upon the
publication of this announcement, this inside information is now
considered to be in the public domain.
For further information please
visit www.med.energy or contact:
Pieter Krügel
|
Info@med.energy
|
Mast Energy Developments
PLC
|
CEO
|
Jon Belliss
|
+44 (0)20 7399 9425
|
Novum Securities
|
Corporate Broker
|
_________________________
**ENDS**
For further information please visit
www.kibo.energy or
contact:
Louis Coetzee
|
info@kibo.energy
|
Kibo Energy PLC
|
Chief Executive Officer
|
James Biddle Roland
Cornish
|
+44 207 628 3396
|
Beaumont Cornish Limited
|
Nominated Adviser
|
Claire Noyce
|
+44 20 3764 2341
|
Hybridan LLP
|
Joint Broker
|
Damon Heath
|
+44 207 186 9952
|
Shard Capital Partners
LLP
|
Joint Broker
|
Beaumont Cornish Limited ('Beaumont Cornish') is the Company's
Nominated Adviser and is authorised and regulated by the FCA.
Beaumont Cornish's responsibilities as the Company's Nominated
Adviser, including a responsibility to advise and guide the Company
on its responsibilities under the AIM Rules for Companies and AIM
Rules for Nominated Advisers, are owed solely to the London Stock
Exchange. Beaumont Cornish is not acting for and will not be
responsible to any other persons for providing protections afforded
to customers of Beaumont Cornish nor for advising them in relation
to the proposed arrangements described in this announcement or any
matter referred to in it.
Johannesburg
7 May 2024
Corporate and Designated Adviser
River Group