Wrap Text
Updated Corporate Restructuring and Repositioning
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 Number of Shares held as Number of Number of Shares held as %
Kibo shares Kibo Options % of current Kibo shares Kibo Options of enlarged
held and Warrants issued share held and issued share
held capital Warrants capital
(4,360,947,764 held (7,760,947,764
shares) shares)
Louis Coetzee 223,198,427 Options: None 5.12% 223,198,427 Options: 2.88%
& Related Warrants: None
Parties 158,541,643 Warrants:
158,541,643
Noel O'Keeffe 57,234,904 Options: None 1.31% 57,234,904 Options: 0.74%
& Related Warrants: None
Parties 39,816,997 Warrants:
39,816,997
Clive Roberts 185,638,590 Options: None 4.26% 185,638,590 Options: 2.39%
& Related Warrants: None
Parties None Warrants:
None
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 +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
20 June 2024
Corporate and Designated Adviser
River Group
Date: 20-06-2024 08:00:00
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