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Reverse Takeover & Disposal of Company’s Operating Assets
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: 16 September 2024
Kibo Energy PLC ('Kibo' or the 'Company')
Binding Term Sheet Announced - Renewable Energy Assets
Reverse Takeover & Disposal of Company's Operating Assets
Kibo Energy PLC (AIM: KIBO; AltX: KBO), the renewable energy-focused development company,
is pleased to announce that it has signed a binding term sheet (the "Term Sheet") with ESGTI AG, a
Swiss registered company (the "Vendor") (ESGTI – Investing in ESG | Sustainable investments) to
acquire a diverse portfolio of renewable energy projects across Europe and Africa spanning wind and
solar generation, agri-photovoltaics and technology development by way of a Reverse Takeover of
the Company (the "RTO" or the "Proposed Acquisition "). The Proposed Acquisition is being
arranged by Aria Capital Management Limited, a global asset management company (the
"Arranger"). The Proposed Acquisition will constitute a reverse takeover ("RTO") under the AIM
Rules for Companies (the "AIM Rules") as, inter alia, the consideration for the Proposed Acquisition
is substantially larger than the Company's current market capitalization and therefore, in accordance
with Rule 14 of the AIM Rules, will require application to be made for the enlarged share capital to
be readmitted to AIM ("Admission"), the publication of an AIM admission document ("Admission
Document") and approval by the shareholders of the Company at a general meeting.
Summary of Terms
* The assets to be acquired under the Proposed Acquisition (the "Transaction Assets")
comprise 36 development projects spanning 15 countries from early stage to under
construction with a target of 20 Gigawatts (GW) generation capacity within 6 years.
* The Term Sheet envisages a consideration for the Transaction Assets of €400 million which
remains subject to due diligence (as further detailed below).
* The RTO is expected to be accompanied by a share consolidation of the share capital of the
Company in the ratio of 1 share for every 5,000 shares held.
* A placing to accompany the RTO will have a target raise of €30 million which will be
arranged by the Vendor at its own cost through the appointment of placing agents to secure
investment by third party institutional investors.
* The Term Sheet is subject to standard conditions precedent including, inter alia, completion
of satisfactory mutual due diligence by all parties, board and shareholder approvals, AIM &
other relevant regulatory authorities including obtaining waiver from Irish Takeover Panel
where required, and approvals by Kibo Shareholders for the RTO at a General Meeting.
Whilst the Company, Vendor and Arranger are committed to completing the RTO there can
be no guarantee that this will complete, and investors should note that it remains subject to
substantial conditions. Furthermore, to complete the required work on the RTO, including due
diligence, the Company needs to raise additional funds.
Disposal of the Company's Operating Assets
An additional condition precedent to the signing of the Term Sheet is the disposal of the Company's
wholly owned Cyprus subsidiary Kibo Mining (Cyprus) Limited ("KMCL") (the "KMCL Disposal")
to the Arranger for which a conditional Sale & Purchase Agreement had been agreed with the
Arranger and is expected to be signed within the next 5 business days. The KMCL Disposal is subject
to Shareholder approval to be obtained at a General Meeting of the Company, as required under AIM
Rule 15. KMCL contains the legacy coal assets and the Company's waste-to-energy and biofuel
projects in sub-Saharan Africa which are carried in the Company's last published interim accounts to
30 June 2023 at £258,242, following impairment. In the six months to 30 June 2023 KMCL
contributed a loss of £610,827 on £nil revenue, excluding Mast Energy Developments PLC ("MED")
as further noted below. KMCL carries liabilities relating to the Company's historic payroll of
£535,527 to 31 January 2024 (refer Kibo RNS announcements dated 20th and 7th June 2024) (the
"Historic Payroll Liabilities"). The Company's 19.52% shareholding in Mast Energy Developments
PLC ("MED") currently held through KMCL will not be included in the KMCL Disposal. As
consideration for the KMCL Disposal, the Arranger (being the acquirer) is assuming the Historic
Payroll Liabilities. The settlement of this historical payroll debt will significantly reduce the existing
debt on the Group's balance sheet. Whilst Peter Williams, the Company's 28.32% shareholder, holds
a position within the greater Aria Capital Management Group, Aria Capital Management is not a
Related Party of the Company under the AIM Rules for Companies.
The KMCL Disposal constitutes a Fundamental Change of Business under AIM Rule 15 as it, when
aggregated with the Company's disposals of its interests in MED over the last 12 months, exceeds
75% on one of the relevant Class Tests and consequently, it will require shareholder approval at a
general meeting which the Company will hold as soon as possible.
Additionally, the Kibo board, on approval by Shareholders of the KMCL Disposal, would consider
the Company to be an AIM Rule 15 cash shell. Accordingly, with effect from the date the KMCL
Disposal completes, the Company will have six months to undertake a Reverse Takeover or otherwise
will be suspended, after which it will have a further six months to complete a Reverse Takeover or
otherwise be cancelled from trading on AIM.
The Company, Vendor and Arranger are committed to completing the RTO during which time the
Company will remain suspended on AIM. The Company and Arranger are working together to secure
the Pre-RTO funding to cover its working capital costs including making further creditor settlements
and the costs of engaging advisers and meeting other transactional costs associated with acquiring
the Transaction Assets and completing the RTO.
Update on the Accounts
Further to the Company's RNS announcement on 25 June 2024, progress with completion of its
audited Financial Statements to 31 December 2023 (the "Accounts") is proceeding well but has not
been completed by the anticipated date of end July to early August. As completion of the FY23
Accounts and the interim accounts to 30 June 2024, the publication of which is due by 30 September
2024, will now be part of the RTO process, it is expected that it will be closer to end of 2024 before
they will be published.
Information on MED
The Company takes this opportunity to advise Shareholders of the following AIM Rule 12
information following past disposals of its shares in MED which the Company deemed to be a
substantial transaction, pursuant to AIM Rule 12, on the basis of the aggregated class tests: since 5
October 2023 Kibo has reduced its holding in MED from 56.02% to its current 19.52% interest which
has provided the Company with aggregate gross proceeds of £619,815 which were mainly used to
reduce the outstanding balance on the Company's reprofiled bridge loan facility with RiverFort
Global Opportunities PCC Ltd, and to provide the Company with working capital. As per MED's last
reported accounts to 30 June 2024 published on 30 August 2024, the loss attributable to this 36.5%
equity interest sold was £179,600.
**ENDS**
For further information please visit www.kibo.energy or contact:
Cobus van der Merwe info@kibo.energy Kibo Energy PLC Chief Executive Officer
James Biddle +44 207 628 3396 Beaumont Cornish Limited Nominated Adviser
Roland Cornish
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
16 September 2024
Corporate and Designated Adviser
River Group
Date: 16-09-2024 01:10:00
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