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 June 2024
Kibo Energy PLC ('Kibo' or the 'Company')
Kibo Energy PLC - Corporate
Restructuring and Repositioning
Kibo Energy PLC (AIM: KIBO; AltX: KBO), the clean /
renewable energy-focused development company, is pleased to
announce a corporate restructuring plan, including proposed
board changes, a divestment programme, placing and restructuring of
the Company's balance sheet.
Highlights:
· Partly conditional
fundraise with gross proceeds of £500,000 raised at a placing price
of 0.015p
· Mohammed Ashraf
proposed to join Kibo as Executive Director and Chief Executive
Officer
· James Parsons
proposed to join Kibo as Non-Executive Director with specific focus
on overseeing and implementing the restructuring
· Stefania Barbaglio
proposed to join Kibo as Non-Executive Director and
Chairperson
· Clive Roberts
proposed to join Kibo as Non-Executive Director
·
Review of potential delisting from the
Johannesburg Stock Exchange
·
Debt reduced to a more sustainable level with no
conversion rights with all MED's related
assets used as collateral to further de-leverage the Company over
time
· Majority of
creditors assigned to a third party or to be converted into
equity
Background:
The Company's previously announced
challenging trading and funding conditions continue, with total
liabilities estimated at £2,381,986 as of 30 April 2024.
The creditors balance includes
£860,881 of deferred Director and staff salaries, along with
outstanding audit, legal and listing costs from
2023.
The Company's main assets are
83,211,746 shares in MAST Energy Development PLC ("MED") held in
escrow (the "MED Escrow Shares"), a £849,253 receivable from MED
(the "MED Receivable"), 134,443,738 shares in Katoro Gold plc and a
small portfolio of Waste to Energy projects. MED is a circa
£0.8m market capitalisation standard list company with minimal cash
resources and therefore the Company expects to provide for
non-receipt of the MED Receivable in its 2023 Annual Report and
Accounts.
Following extensive internal and external
consultation that included the Company's stakeholders, lenders and
advisors, the Board has decided to implement an extensive
restructuring and repositioning plan focused on transitioning Kibo
to a broader based energy company, looking also at opportunities in
the Oil & Gas Sector.
Board Changes:
Kibo proposes to appoint Mohammed
Ashraf as Executive Director and CEO of the Company subject to
completion of regulatory due diligence. Ashraf has
extensive experience in advising various Federal and Government
bodies, as well as the private sector, on Oil & Gas, mining and
mineral business opportunities from the UK and UAE. He is Chief
Executive Officer of WAC Consultants, a company specialising in
providing business development consulting services to the public
and private sector and has an MBA degree from the Lancaster
University in the UK. Ashraf will step down as CEO of WAC
Consultants subject to his successful appointment as Executive
Director and CEO of the Company.
Kibo is also proposing to appoint
James Parsons as a Non-Executive Director subject
to completion of regulatory due diligence. James has a
wealth of corporate and transactional experience on AIM and a
demonstrated ability to originate advantageous asset acquisitions
alongside accessing capital for junior resource plays. He is
Executive Chairman of AIM traded Ascent
Resources plc and a Non-Executive Director at Echo Energy
plc. Mr. Parsons will have a specific mandate to oversee the
restructuring and business development activities. His
appointment to the Board is a condition of the RiverFort debt
restructuring as detailed below.
Kibo is also
proposing to appoint Stefania
Barbaglio as a Non-Executive Director and
Chairperson subject to completion of
regulatory due diligence. Stefania is a London-based entrepreneur,
business strategist and renowned PR / IR expert with over 10 years'
experience in equity and digital asset markets and a solid investor
network. Stefania is the founder of PR Agency Cassiopeia and
considered one of the top British female opinion leaders in Crypto
and AI. She has extensive experience in business development,
strategic partnerships, fundraising and marketing in both public
and private sectors with a focus on innovation and sustainability.
Stefania has spearheaded IR campaigns for 100+ companies since
2015, including for multiple IPOs on public markets. She is
Non-Executive Director at London-listed Ondo Insurtech
PLC.
It is also proposed that Clive Roberts, a significant
existing shareholder in Kibo, is to join the Board as a
Non-Executive Director subject to completion of regulatory due
diligence. Further details regarding the terms and sequencing of
Mr. Roberts' appointment will be the subject of a future
announcement. All director appointments remain subject to formal
signed documentation along with regulatory checks and the Board is
mindful of managing the Company's cash burn until further
additional funding is secured.
Following these appointments, Louis Coetzee, the
Company's interim Chairman and Chief Executive Officer will step
down as CEO and Director. Further involvement of Louis
Coetzee with the Kibo Board is to be finalized. The Board will
therefore from that point, subject to the new director appointments
outlined above, consist of Mr. Ashraf (CEO and Executive Director),
Mr. Parsons (NED), Mss. Barbaglio (NED and Chairperson), Mr.
Roberts (NED) and Mr. O'Keeffe (NED). The Board has committed to
review its composition and balance over the coming months alongside
the introduction of a new project portfolio. Furthermore, Mr. Cobus
van der Merwe will continue in his capacity as full-time CFO for
the time being.
The three new Directors have all agreed to take a
portion of their first six months' compensation in shares at the
price of the capital raise referred to below and Mr. Ashraf, Mss.
Barbaglio and Mr. Parsons expect therefore to be awarded
137,500,000, 55,000,000 and 110,000,000 shares being 302,500,000
shares in aggregate (the "Remuneration Shares") at an issue price
of 0.015 pence per share respectively which represents the net of
tax and NI balance. The awards would be made subject to additional
headroom being approved by Shareholders at the next General Meeting
of the Company and subject to the Company being in a position to be
able to fund the associated tax liability. It is expected that
their respective shareholdings post Placing and issue of
Conversions and Remuneration Shares (see further details below)
will be 1.39%, 0.56% and 1.11% respectively.
In addition, Mr. O'Keeffe has agreed to lock in his
current equity for a period of 6 months.
Fundraising and Application for
Admission to Trading on AIM:
In support of the new board
appointments and the restructuring of existing debts (as noted
below) and, further, to enable the immediate payment of the
auditors (which is required to initiate work on the Annual Report
and Accounts) the Company has conditionally raised £500,000 (the
"Placing") by way of a placing of 3,333,333,333 (the "Placing
Shares") new ordinary shares of EUR0.0001 each in the Company
through Global Investment Strategy UK Ltd, at a price of
0.015p per share (the "Placing Price"). The first £100k of
the Placing in respect of 666,666,667 Placing Shares ("Firm
Shares"), will settle immediately whilst the remaining £400k of the
Placing in respect of 2,666,666,666 Placing Shares ("Conditional
Shares") is conditional on the three new Board appointments being
concluded. As part of the Placing, Global Investment Strategy UK
Ltd has been appointed joint broker and placing agent
accordingly.
Application will be made to the
London Stock Exchange for the admission of the 666,666,667 Firm
Shares immediately upon receipt of the first £100k referred to
above, which will rank pari
passu with the existing Ordinary Shares, to be admitted to
trading on AIM ("Admission"), and it is expected that Admission
will occur on or around 13th of June 2024. Application
for admission in respect of the Conditional Shares will be made and
notified in due course.
Creditor restructuring and settlement:
The board of the Company have
successfully concluded creditor restructurings which are linked to
the Placing being secured. The hope is that these steps will, over
time, result in the Company becoming entirely debt free.
Arrangements with RiverFort
Global Opportunities PCC Limited ("RiverFort")
Given the limited cash resources of
MED at this moment, the Company sees limited potential for
repayment of the MED Receivable and therefore has agreed with
RiverFort to reduce the outstanding RiverFort Debt of £767,205 to
£400,000 in exchange for transfer to RiverFort of the MED
Receivable (representing 43 pence in the pound valuation).
The remaining £400,000 debt has been structured as a two-year 10%
annual coupon bullet without conversion rights, unless otherwise
mutually agreed between the parties, and is repayable in full in
cash (including accrued interest) no later than the date falling 24
months from 6th June 2024, the signing date of an
amendment agreement to the reprofiled facility agreement of 10
April 2023 (the "Maturity Date"). RiverFort will retain a fixed
first priority charge over the MED Escrow Shares. The
restructuring of the RiverFort debt detailed above is conditional
upon Conditional Shares subscription becoming unconditional as a
result of the appointment of the three new Board appointments, as
detailed above.
It is noted that Mr. Parsons has
been granted an option to acquire 10% of the remaining RiverFort
loan for £1. Upon exercise of the option a further
announcement will be made in this regard.
Creditor Conversion and
Restructuring
A total of £132,760 of trade
creditors and £141,505 of other lenders have agreed to be converted
to equity and therefore a total of 1,828,431,043 shares at an issue
price of 0.015 pence per share ("Conversion Shares") and
943,366,667 warrants at an exercise price of 0.015 pence per share
("Conversion Warrants") will be issued in settlement of these
obligations. The Conversion Shares and Conversion Warrants will be
issued as soon as the company receives authority from shareholders
to increase its authorised share capital which it will seek at the
next General Meeting of the Company. The
settlement of the trade creditors and other lenders debt detailed
above being conditional upon Conditional Shares subscription
becoming unconditional as a result of the appointment of the three
new Board appointments, as detailed above.
The Company has further resolved
that in respect of its 100% subsidiary Kibo Mining
(Cyprus) LTD
("KMCL"), it will not provide any further
funding in respect of KMCL's ongoing
working capital requirements, including its accrued payroll
obligations up to 31 January 2024, and has agreed with
KMCL that the latter will need to seek
alternative financing in respect of such obligations currently
amounting to £744,826, being the majority of the Group's accrued
Director and Staff salaries. KMCL has
indicated that it has finalised negotiations in this regard with a
signed definitive agreement imminent. The Company and
KMCL have agreed that the Company will
however continue to procure project development financing on behalf
of KMCL on a best-efforts basis in respect
of the existing projects held under KMCL,
being its waste-to-energy and biofuel projects in
sub-Saharan Africa.
Balance Sheet post
restructuring
The Company expects, after the
transactions as outlined in this RNS, to have a more sustainable
total debt and creditor position of £660,861.
Review of its second
listing on the Johannesburg Stock Exchange:
The Company sees substantial costs
and limited benefits in running a secondary listing and is
therefore reviewing its second listing on the Johannesburg Stock
Exchange. A further announcement will be made should this be
cancelled.
Review of
existing Company interests:
The New Board will conduct a
detailed review of Company's interests to maximise value generation
opportunities from a broader Energy perspective and to improve the
Company's balance sheet further.
The new Board intends to pursue an
energy strategy including in the oil and gas sector with a focus on
possible opportunities in the Middle East and the Indian
Subcontinent, including Onshore Balochistan in Pakistan.
Annual General Meeting:
The Company will at its next annual
general meeting during 2024 seek to obtain shareholder approval to
increase the company's authorised share capital sufficient to allow
for the issue of the 1,828,431,043 Conversion Shares, the
943,366,667 Conversion Warrants and the 302,500,000 Remuneration
shares as outlined in this RNS and to renew its share issuing
authorities. Application for admission in respect of the Conversion
and Remuneration shares will be made following the AGM, contingent
on approval for the increased headroom being obtained.
Options Award:
A total of 10% of the Issued Share
Capital in the Company, so enlarged by the Placing and issue of the
Conversion & Remuneration Shares, is expected to be awarded to
Mr. Ashraf, Mr. Parsons and Mss. Stefania Barbaglio as new share
options for incentivisation, alignment and consultancy with new
shareholders. Accordingly, Mr. Ashraf, Mr. Parsons and Mss.
Barbaglio are each expected to be awarded 329,782,071 three-year
vest, five-year expiry options with an exercise price equal to the
Placing Price of 0.015p. These share options would be exercisable
subject to available headroom at the time of exercise. Further, WAC
Consultants, a company associated with Mr. Ashraf, would be awarded
warrants at an exercise price equal to the Placing Price of 0.015p,
the quantum of which to be agreed with the new board at which point
the market will be updated accordingly.
Total Voting Rights:
Following Admission of the Firm
Shares, the Company's total issued share capital will consist of
5,027,614,431 Ordinary Shares of EUR0.0001 each. This figure
may then be used by shareholders in the Company as the denominator
for the calculations by which they will determine if they are
required to notify their interest in, or a change in their interest
in, the share capital of the Company pursuant to the FCA's
Disclosure Guidance and Transparency Rules.
Following the admission of the
Conditional Shares, implementation of the other measures
outlined above (i.e. issue of the
Conversion Shares and the Remuneration Shares) it is expected to result in the final issued share capital
being approximately 9,893,462,140. Further announcements will
follow upon issue of the Conditional Shares, the Conversion Shares,
the Conversion Warrants and Remuneration Shares. The number of
shares and warrants held by the directors of the Company and their
related parties before and after these transactions is shown in
Table 1 below. It
is noted that the warrants showing for Kibo directors, Louis
Coetzee and Noel O'Keeffe (and their respective related parties)
shown in Table 1 below, post the transactions ,are now being issued
as they were among the Noteholders of the Company's 7% Convertible
Loan Note Instrument dated 7 January 2022 who converted their Notes
to Kibo ordinary shares in April 2023 (the "Conversions") and
who were awarded warrants associated with the Conversions
(refer Company RNS of 11 April 2023 for details). These warrants
are now being issued to the Noteholders following renewal of the
relevant share issuing authority to permit the warrant issues at a
General Meeting of the Company on 9 February 2024 and the warrants
so issued are effective from that date.
|
Before
Placing, Conversions & Remuneration Shares
|
After
Placing, Conversions & Remuneration Shares
|
Director
Name
|
Number of
Kibo shares held
|
Number of
Kibo Options and Warrants held
|
Shares
held as % of current issued share capital (4,360,947,764
shares)
|
Number of
Kibo shares held
|
Number of
Kibo Options and Warrants held
|
Shares
held as % of enlarged issued share capital (9,893,462,140
shares)
|
Louis Coetzee & Related
Parties
|
223,198,427
|
Options:
None
Warrants:
None
|
5.12%
|
298,630,694
|
Options:
None
Warrants:
158,541,643
|
3.02%
|
Noel O'Keeffe & Related
Parties
|
57,234,904
|
Options:
None
Warrants:
None
|
1.31%
|
57,234,904
|
Options:
None
Warrants:
39,816,997
|
0.58%
|
Mohammed Ashraf & Related
Parties
|
None
|
Options:
None
Warrants:
None
|
0.00%
|
137,500,000
|
Options:
329,782,071Warrants: None
|
1.39%
|
James Parsons & Related
Parties
|
None
|
Options:
None
Warrants:
None
|
0.00%
|
110,000,000
|
Options:
329,782,071Warrants: None
|
1.11%
|
Stefania Barbaglio & Related
Parties
|
None
|
Options:
None
Warrants:
None
|
0.00%
|
55,000,000
|
Options:
329,782,071Warrants: None
|
0.56%
|
Table 1: Kibo Director & Related
Parties' holdings before and after Placing, Conversions & Share
issues
**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.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 June 2024
Corporate and Designated Adviser
River Group