TIDMKIBO
RNS Number : 0308Z
Kibo Energy PLC
11 May 2023
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: 11 May 2023
Kibo Energy PLC ('Kibo' or the 'Company')
Notice of Extraordinary General Meeting and Proposed Subdivision
of Shares & Reduction of Nominal Value & Increase in
Authorised Share Capital
Kibo Energy PLC ("Kibo" or the "Company"), the multi-asset,
Africa focused energy company, is pleased to announce that a Notice
of Extraordinary General Meeting ("EGM") & Sample Proxy Form
(together "Notice of AGM") is now available on its website at this
link Notice of Extraordinary General Meeting & Form of Proxy
.
The EGM will be held at 12 noon on Friday, 2 June 2023, at the
Grand Canal Hotel, Grand Canal Street Upper, D04 X5X7, Dublin 4,
Ireland.
This EGM is being held by the Company in substitution of
reconvening the adjourned EGM held on 16 March 2023, as additional
resolutions have been added to the agenda for which a new general
meeting is required under the Company's Memos & Articles of
Association.
The purpose of the EGM is to seek Shareholder approval for the
renewal of director authorisations to issue shares, reduce the par
(nominal value) of the Kibo ordinary shares and to increase the
authorised share capital of the Company. These approvals are
required to complete the measures outlined in the Company's
RNS/SENS of 11 April 2023 and to provide the Company with the
ability to raise follow-on finance to implement its business
strategy as outlined in its project update RNS/SENS of 6 April
2023.
The details of the reduction in the par value of the Kibo
ordinary shares and the increase in authorised share capital being
proposed are as follows:
Reduction in Par Value
The directors are seeking approval for the reduction in the par
value of the Kibo ordinary shares from their current value of
EUR0.001 to a value of EUR0.0001. This is being accommodated by a
share division (the "Subdivision") of the existing ordinary share
capital into New Ordinary Shares of par value of EUR0.0001 and 2023
Deferred Shares of par value EUR0.0009. The New Ordinary Shares
will replace the Existing Ordinary Shares i.e., swapped on a 1 for
1 basis such that shareholders will retain the same number of
ordinary shares with the same rights following the Subdivision. The
2023 Deferred Shares are effectively an artefact of the reduction
in par value and are worthless. It is intended that they will be
removed from the share capital of the Company at a later stage (at
a later EGM/AGM) together with the other existing 2013 Deferred
Shares and 2019 Deferred Shares, created during previous corporate
reorganisations.
Increase in Authorised Capital
Following the reduction in par value, the directors are seeking
authority to issue up to an additional 5 billion Ordinary Shares of
EUR0.0001 each, additional to the current authorised share capital
of 5 billion Ordinary Shares (current issued share capital of
3,731,866,683 Ordinary Shares). This increase in authorised share
capital ("Headroom") is required to accommodate the issue of
warrants under the terms of the Conversion of the 7% Loan Note
Redeemable Instrument and the reprofiling of the Institutional
Investor Bridge Loan Facility (see sections B & C on the
Company's RNS/SENS of 11 April 2023). Provision is also being made
in the additional Headroom to accommodate any future equity
fundings that the Company may require.
The Notice of EGM is being dispatched by post today to those
shareholders who have indicated a preference to receive hard copies
and, otherwise, communicated electronically. Shareholders should
consult the notes to the Notice of EGM for detailed information on
the options for returning proxies.
The timetable of events applicable to the EGM and the proposals
therein are shown for AIM shareholders in Table 1 and JSE(AltX)
shareholders in Table 2 below.
TABLE 1 -EXPECTED TIMETABLE OF PRINCIPAL EVENTS - AIM
SHAREHOLDERS
Document posted to Shareholders Thursday, 11 May 2023
Latest time and date for receipt of Forms of 12 noon on Wednesday, 31 May
Proxy 2023
--------------------------------
Extraordinary General Meeting 12 noon on Friday, 2 June 2023
--------------------------------
Record Date for the Share Division and Conversion 7 p.m. on Friday, 2 June 2023
(nominal value reduction for Existing Ordinary
Shares)
--------------------------------
Admission effective and commencement of dealings 7 a.m. on Tuesday, 6 June 2023
in the New Ordinary Shares on AIM and JSE
--------------------------------
New Ordinary Shares credited to EUROCLEAR BANK 6 June 2023
or STRATE accounts
--------------------------------
Despatch of definitive share certificates for Monday, 12 June 2023
New Ordinary Shares in certificated form by no
later than
--------------------------------
TABLE 2 -EXPECTED TIMETABLE OF PRINCIPAL EVENTS - JSE (ALTX)
SHAREHOLDERS*
2023
Record date for Shareholders to receive the circular Friday, 05
and Notice of meeting May
-------------
Circular and Notice of Extraordinary General Meeting Thursday, 11
announced on SENS and distributed on May
-------------
Last day to trade to be eligible to participate and vote Tuesday, 23
at the Extraordinary General Meeting May
-------------
Extraordinary General Meeting record date for Kibo shareholders Friday, 26
to be entitled to participate May
-------------
Last day to lodge forms of proxy with Transfer Secretaries Wednesday,
by 13h00 on 31 May
-------------
Extraordinary General Meeting to be held at 13h00 on Friday, 02
June
-------------
Results of Extraordinary Meeting published on SENS on Friday, 02
June
-------------
Finalisation information announced on SENS by 14h00 on Friday, 02
June
-------------
New par value and authorised shares adjusted on the JSE Tuesday, 06
June
-------------
*All dates and times quoted above are local dates and times in
South Africa. The above dates and times are subject to change. Any
changes will be released on SENS.
**S**
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014 and is
announced in accordance with the Company's obligations under
Article 17 of the specified Regulation.
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 Nominated Adviser
Roland Cornish Limited
------------------------------ ----------------------- ----------------------
Claire Noyce +44 20 3764 2341 Hybridan LLP Joint Broker
------------------------------ ----------------------- ----------------------
Damon Heath +44 207 186 9952 Shard Capital Partners Joint Broker
LLP
------------------------------ ----------------------- ----------------------
Zainab Slemang zainab@lifacommunications.com Lifa Communications Investor and Media
van Rijmenant Relations Consultant
------------------------------ ----------------------- ----------------------
Johannesburg
11 May 2023
Corporate and Designated Adviser
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END
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