Wrap Text
Update to Placing and Admission of the Placing Shares Issue of Equity & TVR
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: 5 August 2024
Kibo Energy PLC ('Kibo' or the 'Company')
Update to Placing and Admission of the Placing Shares
Issue of Equity & TVR
Kibo Energy PLC (AIM: KIBO; AltX: KBO), the renewable energy-focused development company,
announces that following shareholder approval for an increase in its authorized share capital at an
EGM on 25 July 2024, it has today made the following share allotments.
* A total of 6,119,333,333 ordinary shares of €0.0001 have been issued in respect of creditor
conversions (the "Conversion Shares"). This comprises £263,334 of creditors converted at a
price of 0.0084p (being the issue price of the equity raise announced on 27 June 2024) as
noted in Company announcements of 7, 20 and 27 June 2024 (the "Creditor Conversion") and
an additional £243,244 in respect of total outstanding remuneration to Louis Coetzee, a
former director of the Company (the " Ex- Director Conversion ") who has agreed to convert
his outstanding remuneration to Kibo shares at a price per share of 0.0084 pence, which
represents a discount of 30% to the Closing Mid-Market price on 28th June 2024 of 0.012p,
being the last day of trading.
* Further, the Conversion Shares include £7,446 to Cobus van der Merwe, current Interim
CEO and director of the Company in respect of outstanding remuneration owed to him who
has agreed to convert a portion of his outstanding remuneration to Kibo shares at a price per
share of 0.0084 pence, same as above. As part of the £263,334 of agreed creditor conversions
pre-dating his appointment to the Board Clive Roberts, an existing Non-Executive Director,
will be issued with 1,620,095,238 Ordinary Shares in respect of a Convertible Loan Note
owing of £136,088.
* Further to the above, Louis Coetzee and Cobus van der Merwe are related parties under the
AIM Rules for Companies and therefore the settlement in shares of their accrued salaries (the
"Accrued Salary Settlement") is a related party transaction under the AIM Rules for
Companies. Accordingly, Noel O'Keefe and Clive Roberts, the independent directors, having
consulted with the Company's nominated adviser, Beaumont Cornish Limited, consider the
terms of the Accrued Salary Settlement to be fair and reasonable insofar as shareholders are
concerned. In coming to his conclusion, the Independent Directors have inter alia considered
the necessary reduction in the Group's level of indebtedness and the ongoing restructuring
required to attract external funding into the Company.
* A total of 2,380,952,381 ordinary shares of €0.0001 each have been issued in respect of the
Tranche 2 of the Placing Shares subscribed for by Peter Sion Williams as detailed in Company
announcement of 27 June 2024. These shares (the "Tranche 2 Placing Shares") have been
issued at a price per share of 0.0084 pence (same as above) for which the Company will
receive Tranche 2 placing funds of £200,000. Accordingly, Peter Williams will now be
interested in 4,166,666,667 Ordinary Shares representing 28.32% of the Company's Enlarged
Issued Share Capital.
* A total of 68,250,000 ordinary shares of €0.0001 at an exercise price of 0.1 pence to a warrant
holder and Significant Shareholder, Sanderson Capital Partners Limited in respect of an
irrevocable warrant exercise notice received in April 2023, and for which warrant exercise
payment has recently been settled following completion of the Creditor Conversion. The
deferral of the issue of these shares (the "Deferred Warrant Shares"), pending receipt of
warrant exercise payment, was noted in Kibo's RNS announcements of 4 and 26 May 2023.
The total of the Conversion Shares, the Tranche 2 Placing Shares, and the Deferred Warrant Shares
(together the "Allotment Shares") amount to a total of 8,568,535,714 new ordinary Kibo shares of
€0.0001 being issued at this time. Furthermore, Louis Coetzee will now be interested in
3,118,960,332 Ordinary Shares representing 21.2 % of the Company's Enlarged Issued Share Capital.
Additionally, and associated with Creditor Conversions, the Company has also awarded
1,684,583,333 Kibo warrants to certain creditors who participated in the Creditor Conversion as part
of specific creditor agreements. One of these creditors, Clive Roberts, a director of the Company, has
received 1,620,095,238 new Kibo shares and 1,620,095,238 warrants under the arrangement. The
warrants permit the holder to subscribe for one Kibo ordinary share at an exercise price of 0.0084
pence, being a discount of circa 30% to the last traded mid-closing of 0.012p, and an exercise period
of 36 months from the date of issue.
Total Voting Rights:
The Company will make application to the London Stock Exchange for admission of the Allotment
Shares, which will rank pari passu with all existing ordinary shares, and to trading on AIM and it is
expected that admission will become effective following the resumption of trading in the Company's
Ordinary Shares on AIM following publication of the 2023 Accounts. Following the issue of the
Allotment Shares, the Company's total issued share capital will consist of 14,715,197,764 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.
In accordance with the Market Abuse Regulation (EU 596/2014) ("MAR"), Corbus van der Merwe
and Clive Roberts of who are designated as Persons Discharging Managerial Responsibility (PDMRs)
have received consent from the Company in respect of Company shares and warrants being issued
to them as detailed in this announcement and details will be submitted on the prescribed FCA form
on-line.
Before Issue of Allotment Shares After Issue of Allotment Shares
Director Number of Number of Shares held as % Number Number of Shares held as %
Name Kibo shares Kibo Options of current issued of Kibo Kibo Options of enlarged issued
held and share capital shares and Warrants share capital
Warrants (6,146,662,050 held held (14,715,197,764)
held shares) shares)
Cobus van 0 Options: None 0% 88,642,8 Options: None 0.60%
der Merwe Warrants: 57 Warrants: None
& Related None
Parties
Noel 57,234,904 Options: None 0.93% 57,234,9 Options: None 0.39%
O'Keeffe & Warrants: 04 Warrants:
Related 39,816,997 39,816,997
Parties
Clive 185,638,590 Options: None 3.02% 1,805,73 Options: None 12.27%
Roberts & Warrants: 3,828 Warrants:
Related 78,000,000 1,698,095,238
Parties
Table 1: Kibo Director & Related Parties' holdings before and after Tranche 2 Placing Shares
issue
Before Issue of Allotment Shares After Issue of Allotment Shares
Director Name Number of Kibo Number of Shares held as Number of Number of Shares held as %
shares held Kibo % of current Kibo shares Kibo of enlarged issued
Options issued share held Options share capital
and capital and (14,715,197,764)
Warrants (6,146,662,050 Warrants shares)
held shares) held
Peter Williams 1,785,714,286 Options: 29.05% 4,166,666,667 Options: 28.32%
& Related None None
Parties Warrants: Warrants:
None None
Louis Coetzee 223.198,427 Options: 3.63% 3,118,960,332 Options: 21.20%
& Related None None
Parties Warrants: Warrants:
39,816,997 39,816,997
Mzuri n/a Options: <3% 523,154,762 Options: 3.56%
Exploration None None
Services Warrants: Warrants:
Limited None None
Sanderson 388,606,136 Options: 6.32% 521,344,231 Options: 3.54%
Capital None None
Partners Warrants: Warrants:
Limited 68,250,000 132,738,095
RiverFort 477,750,000 Options: 7.77% 477,750,000 Options: 3.25%
Global None None
Opportunities Warrants: Warrants:
PCC Limited 1,430,574,9 1,430,574,9
08 08
Table 2: Significant Shareholders holdings before and after Tranche 2 Placing Shares issue
**ENDS**
For further information please visit www.kibo.energy or contact:
Cobus van der Merwe info@kibo.energy Kibo Energy PLC 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
5 August 2024
Corporate and Designated Adviser
River Group
Date: 06-08-2024 07:10:00
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