REG - Kibo Energy PLC - Updated Corporate Restructuring and Repositioning

Kibo EnergyAnnouncement

20/06/2024 07:00

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RNS Number : 1437T  Kibo Energy PLC  20 June 2024

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 27(th) 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                             5.12%                                                                    223,198,427                 Options: None                             2.88%

                                                                  Warrants: 158,541,643                                                                                                                          Warrants: 158,541,643
 Noel O'Keeffe & Related Parties      57,234,904                  Options: None                             1.31%                                                                    57,234,904                  Options: None                             0.74%

                                                                  Warrants: 39,816,997                                                                                                                           Warrants: 39,816,997
 Clive Roberts & Related Parties      185,638,590                 Options: None                             4.26%                                                                    185,638,590                 Options: None                             2.39%

                                                                  Warrants: 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 (http://www.kibo.energy/)
or contact:

 

 Louis Coetzee                info@kibo.energy (mailto: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

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