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Notice of Extraordinary General Meeting
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: 26 September 2024
Kibo Energy PLC
Notice of Extraordinary General Meeting ("EGM")
Kibo Energy PLC ('Kibo' or the 'Company'), the renewable energy focused development company,
announces that a Notice of EGM & Sample Proxy Form ('Notice of EGM') is now available on the
Company's website: https://kibo.energy/wp-content/uploads/Notice-of-EGM-October-2024-Form-of-
Proxy.pdf
The EGM will be held at 12 noon on Friday, 11 October 2024, at 17 Pembroke Street Upper, Dublin
D02 AT22 ,Ireland
The Notice of EGM is being dispatched by post today to those shareholders who have indicated a
preference to receive hard copies. Shareholders should consult the notes to the Notice of EGM for
detailed information on the options for returning proxies.
The directors and management are encouraging shareholders to approve the resolution on the Notice
of EGM for which they and their Related Parties comprising approximately 13% of the issued share
capital will be doing.
South African shareholders must send their proxies to the Transfer Secretaries, JSE Investor Services
South Africa (Pty) Ltd, One Exchange Square, 2 Gwen Lane, Sandown, Sandton, 2196 (PO Box 4844,
Johannesburg, 2000) or via email to meetfax@linkmarketservices.co.za not later than 13h:00 (South
African time) on 09 October 2024 (refer to notes to the Form of Proxy for South African Shareholder's
below). The record date for shareholders to be recorded in the securities register of the Company in
order to be able to have their proxy vote recorded at the Extraordinary General Meeting is Friday, 04
October 2024. The last date to trade to enable a proxy vote to be submitted for the Extraordinary
General Meeting is Tuesday, 01 October 2024.
BACKGROUND AND REASON FOR EGM
On the 16 September 2024, the Company announced that it had signed a binding term sheet with
ESGTI AG, a Swiss registered company 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 ( "Aria Capital Management").
The Proposed Acquisition will constitute a reverse takeover under the AIM Rules for Companies (the
"AIM Rules") which the Company must adhere to as condition of the admission of its shares on the
AIM Market in London. As the consideration for the Proposed Acquisition is substantially larger than
the Company's current market capitalization and therefore, in accordance the AIM Rules, will require
the Company to make application 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.
A summary of the terms for the Proposed Acquisition can be found on the Company's public
announcement of 16 September 2024 which is available on its website (www.kibo.energy) and can
be accessed at the following link:
https://polaris.brighterir.com/public/kibo_energy/news/rns/story/wv37nzr
It is anticipated that the general meeting to seek shareholder approval for the Proposed Acquisition
will be held before the end of 2024, and this meeting will also serve as the Company's Annual General
Meeting by which time the Company's delayed audited financial statements will be published and
made available to shareholders.
DISPOSAL OF KMCL
One of the conditions precedent to the signing of the term sheet was an agreement to dispose of the
Company's wholly owned Cyprus subsidiary, Kibo Mining (Cyprus) Limited (the "KMCL Disposal"),
to Aria Capital Management.
A conditional sale & purchase agreement has been signed with Aria Capital Management for the
KMCL Disposal and completion is conditional on shareholder approval, as required under the AIM
Rules.
KMCL's 19.52% shareholding in Mast Energy Developments PLC will be excluded from the KMCL
Disposal and will be transferred to the Company prior to the completion of the KMCL Disposal.
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. KMCL carries liabilities
relating to the Company's historic payroll of £535,527 to 31 January 2024 (refer to Kibo RNS
announcements dated 20th and 7th June 2024) (the "Historic Payroll Liabilities"). As consideration
for the KMCL Disposal, Aria Capital Management is assuming the Historic Payroll Liabilities for
which it will pay the Company £535,527 (essentially thereby netting off the consideration from the
liability being assumed and resulting in £nil cash being received, and the Group indebtedness being
reduced by the amount of the Historic Payroll Liabilities). The settlement of this historical payroll debt
will significantly reduce the existing debt on the Group's balance sheet.
The KMCL Disposal constitutes a 'Fundamental Change of Business' under the AIM Rules and
consequently, it will require shareholder approval at a general meeting the notice of which (Notice of
Extraordinary General Meeting) forms part of this document.
Additionally, the Kibo board, on approval by the Kibo 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 from trading on AIM.
The Company, ESGTI AG and Aria Capital Management are committed to completing the RTO during
which time the Company will remain suspended on AIM. The Company and Aria Capital Management
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 completing the RTO.
This announcement contains inside information as stipulated under the Market Abuse Regulations
(EU) no. 596/2014 ('MAR').
For further information please visit www.kibo.energy or contact:
**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
26 September 2024
Corporate and Designated Adviser
River Group
Date: 26-09-2024 08:00:00
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