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: 20 June 2024
Kibo Energy PLC ('Kibo' or the 'Company')
Kibo Energy PLC - Updated
Corporate Restructuring and Repositioning
Kibo Energy PLC (AIM: KIBO; AltX: KBO), the clean /
renewable energy-focused development company, is pleased to
announce the following changes to its corporate restructuring
plan, announced on 7 June 2024.
Highlights:
· Simplified
restructuring plan
· Fundraise with
gross proceeds of £340,000 raised at a placing price of 0.01p,
conditional only on Admission to AIM
· Cobus van der
Merwe proposed to join Kibo as Executive Director
· Clive Roberts
proposed to join Kibo as Non-Executive Director
· Creditor
Conversions arrangements remain in place subject to a revised share
issue conversion price and warrant issue exercise price of
0.01p
Background:
On 7 June 2024, the Company
announced a corporate re-structuring plan including proposed board changes, a divestment programme,
placing and restructuring of the Company's balance sheet. Further
to its subsequent announcement on 12 June 2024, the Kibo board (the
"Board") following consultation with various stakeholders and
advisors, decided to reconsider its strategic direction and
consequently, it can confirm that the previously announced proposed
board changes will not proceed as originally planned. Additionally,
and as a result of this board composition review, the proposed
placing of £500,000 at 0.015
pence as originally announced, will also not
proceed and the Company has arranged and agreed a revised
alternative board composition and a new placing (the "Revised
Arrangements").
The details of the Revised
Arrangements insofar as they impact the key details of the
corporate restructuring plan announced on 7 June 2024 are detailed
below.
Revised Board Changes:
Kibo proposes to appoint Cobus van
der Merwe as Executive Director subject to completion of regulatory
due diligence. Cobus is currently the Chief Financial Officer of
the Company, a position he has held for just over 2 years. He is a
qualified Chartered Accountant (South Africa) and has held senior
financial, managerial and executive level positions for over 15
years in the investment management and energy, utilities and
resources sectors. He has significant experience servicing clients
based in the United Kingdom, Ireland and Africa with specific
reference to the Energy and Resources industries. Further to this,
he has extensive experience in managing bespoke investment
portfolios for high net-worth individuals, including capital
raising and facilitating deal making. Cobus is a member of the
South African Institute of Chartered Accountants (SAICA), and also
hold a BCom degree in Accounting and a BCompt Honours degree in
Accounting Science.
Kibo is also proposing to appoint Clive Roberts, a
significant existing shareholder in Kibo, to the Board as a
Non-Executive Director and Chairman subject to completion of
regulatory due diligence. Mr. Roberts is a large shareholder in
KIBO and is excited to be joining the Board as the Company starts a
new journey. After a 30-year career in investment banking Clive has
spent the last 10 years investing in startups and AIM companies. He
has helped raise significant funding for multiple companies and his
market experience will be extremely valuable to the Company going
forward.
All new directors' 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.
Coincident with these appointments, Louis Coetzee,
the Company's interim Chairman and Chief Executive Officer will
step down as CEO and Director. However, Mr. Coetzee will
continue to assist the Company in a consulting capacity to assist,
amongst other matters, with the prompt implementation and execution
of the KBRP. The Board will therefore from that point,
subject to the new directors' appointments outlined above, consist
of Mr. van der Merwe (Executive Director), Mr. Roberts (NED and
Chairperson), 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 in line with the
board's focus to transition Kibo to a broader
based energy company, looking also at opportunities in the Oil
& Gas Sector, as previously announced on 7 June
2024.
The details of the new board members' remuneration
including share options and payment arrangements will be announced
in a follow-up announcement coincident with their appointment.
Further details of the Company's broader energy strategy, the
results of an on-going review of its existing projects and a
decision with regard to its secondary listing on the Johannesburg
Stock Exchange will also be announced in due course.
The new board arrangements are however expected to
cost significantly less than those previously announced.
Revised 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) and to provide additional working capital the Company
has conditionally raised £340,000 (the "Placing") by way of a
placing of 3,400,000,000 (the "Placing Shares") new ordinary shares
of EUR0.0001 each in the Company. A total of £240,000 of the
Placing amount has been raised through Shard Capital
Partners LLP, at a price of 0.01p per share (the "Placing Price").
The remaining £100,000 of the Placing amount has been raised
through two private subscriptions of £50,000 each.
Application will be made to the
London Stock Exchange for the admission of the 3,400,000,000
Placing Shares immediately upon receipt of the £340k placing
proceeds 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
27th of
June 2024. The Placing is conditional only on
Admission.
Arrangements with RiverFort Global
Opportunities PCC Limited ("RiverFort")
The Company's arrangement with
RiverFort as announced on 7 June 2024 remains in place following
agreement with RiverFort for the revised placing amount of £350,00.
This arrangement provides for 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 [18]th June 2024,
the signing date of a deed of variation to the amendment agreement
of 6 June 2024 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 receipt of
the Placing Funds and the appointment of the two new Board
directors, as detailed above.
Creditor Conversion and
Restructuring
The Creditor Conversion and
Restructuring announced on 7 June 2024 remains in place
subject to a revised share issue conversion price and warrant issue
exercise price of 0.01p. 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 2,742,650,000 shares at an issue price of 0.01
pence per share ("Conversion Shares") and 1,585,050,000 warrants at
an exercise price of 0.01 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 Company further confirms that
the arrangement with its 100% subsidiary Kibo Mining (Cyprus)
LTD ("KMCL"), including, inter alia, the termination of
funding by the Company to KMCL in respect of KMCL's ongoing working
capital requirements, including its accrued payroll obligations up
to 31 January 2024 (the "Payroll Debt"), and its agreement
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, remains in place. The Company can now confirm
that the funding for the payroll debt has been secured
subject to successful completion of the Placing and signing of
definitive agreement in this regard which is expected to happen
within 5 working days from completion of the Placing.
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 £760,861.
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 2,742,650,000 Conversion Shares, the
1,585,050,000 Conversion Warrants as outlined in this RNS and to
renew its share issuing authorities. Application for admission in
respect of the Conversion shares will be made following the AGM,
contingent on approval for the increased headroom being
obtained.
Total Voting Rights:
Following Admission of the Placing
Shares, the Company's total issued share capital will consist of
7,760,947,764 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.
|
Before
Placing Shares
|
After
Placing 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 (7,760,947,764
shares)
|
Louis Coetzee & Related
Parties
|
223,198,427
|
Options:
None
Warrants:
158,541,643
|
5.12%
|
223,198,427
|
Options:
None
Warrants:
158,541,643
|
2.88%
|
Noel O'Keeffe & Related
Parties
|
57,234,904
|
Options:
None
Warrants:
39,816,997
|
1.31%
|
57,234,904
|
Options:
None
Warrants:
39,816,997
|
0.74%
|
Clive Roberts & Related
Parties
|
185,638,590
|
Options:
None
Warrants:
None
|
4.26%
|
185,638,590
|
Options:
None
Warrants:
None
|
2.39%
|
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
|
James Sheehan
|
+44 20 7048
9400
|
Global Investment Strategy UK
Limited
|
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
20 June 2024
Corporate and Designated Adviser
River Group