TIDMKIBO
RNS Number : 0926N
Kibo Energy PLC
15 May 2020
Kibo Energy PLC (Incorporated in Ireland)
(Registration Number: 451931)
(External registration number: 2011/007371/10)
Share code on the JSE Limited: KBO
Share code on the AIM: KIBO
ISIN: IE00B97C0C31
("Kibo" or "the Company")
Dated: 15 May 2020
Kibo Energy PLC ('Kibo' or the 'Company')
Notice of Extraordinary General Meeting to Approve
Reorganisation of the Company's Share Capital
Kibo Energy PLC ("Kibo" or the "Company"), the multi-asset,
Africa focused energy company, announce that a shareholder circular
(the "Circular") containing details of a proposed share capital
reorganisation and including a Notice of Extraordinary General
Meeting ("EGM") & Sample Proxy Form ("Notice of EGM") is now
available on its website (
http://kibo.energy/wp-content/uploads/Shareholder-Circular-Notice-of-EGM-08-June-2020.pdf
) . The EGM will be held at 11 a.m. on Monday 08 June 2020 at the
Company's registered office at 27 Pembroke Street Upper, Dublin 2,
Ireland. Shareholders should note that the board of the Company has
determined that the EGM will be a closed meeting in compliance with
the Irish Government's current advice and rules on non-essential
travel and limitations on public gatherings as a result of the
current COVID-19 pandemic. Shareholders can register their votes by
appointing the Chairman of the meeting (appointment of no other
proxy is permissible) on the proxy form accompanying the Notice of
EGM. Shareholders are urged to read carefully the Important Notice
letter (
http://kibo.energy/wp-content/uploads/8370-KIBO-EGM-Important-Notice.pdf
) accompanying the Circular as well as the Circular itself for
detailed information on the arrangement for the meeting and the
options for returning proxies.
The Circular will be dispatched by post today to those
shareholders who have indicated to us a preference to receive hard
copies of the Notice of EGM. The Circular contains information on
the background to and reasons for the Share Capital Reorganisation,
and the actions to be taken by the shareholders of the Company.
Certain key sections of the Circular have been extracted and
included below.
Background and Reasons for the Share Capital Reorganisation
The adverse impact of the COVID-19 pandemic on international
business and the uncertainty surrounding the global economic
outlook has provided the Directors with cause to re-evaluate its
current business plans and consider how the Company can be best
positioned to move forward when the current restrictions on
business activities are relaxed or removed. The purpose is to
exploit the restrictive global lockdown period to reset and
reposition the Company to be able to take full advantage of the
"new normal" post COVID-19, especially within its area of strategic
interest.
As a group operating across UK, Mozambique, Botswana, Tanzania
and South Africa, the Company is well placed to avail of the many
business opportunities this geographic spread can create but it is
also exposed to many risks, not least, the disruption to its
on-going international operational and financing activities that
the current crises is causing. This disruption and current
temporary reduction in field operational activity presents an
opportunity for the Company to implement a share capital
reorganisation that your Board believes will ultimately benefit the
Company, make it more attractive for further investment and
crystalize the inherent value of its energy projects.
The Directors believe that now is the correct time to implement
the proposals contained herein to best prepare the Company for the
challenging economic environment expected in the aftermath of the
pandemic. The Directors believe that the universal need for
reliable, sustainable and affordable electricity will be more
critical than ever when this pandemic is over, and we wish to
prepare the Company to emerge from this unprecedented period well
placed to meet this challenge head on.
In addition to the share capital reorganisation proposal
outlined in this document, the Company is currently carrying out an
in-depth internal review of all its projects to assess and
determine how the timeline to bring each to fruition can be
accelerated and shortened and in which way resources can and should
be reallocated and redeployed to achieve this objective. Projects,
in terms of which the review might find no clear and realistic
opportunity exists for an accelerated development path, might be
considered for disposal in an appropriate manner. The scope of the
review also includes an assessment to determine how the Company can
accelerate the implementation of its renewable energy strategy as
announced to the market in earlier announcements and also take
advantage of new opportunities that have come about as a result of
the adverse impact of COVID-19.
The Company is seeking approval from shareholders at the EGM to
subdivide and consolidate its share capital, buy-back and cancel
deferred shares created in previous share capital reorganisations
and increase its authorised share capital. Following, and
contingent on passing of the Resolutions, the Board proposes to
settle outstanding salaries and fees to directors and senior
management in the amount of EUR624,370 by the issue of New Ordinary
Shares ("Settlement Shares") at an issue price equal to the
adjusted 10-day VWAP for the period following the date of the
EGM.
Each Settlement Share issued will also carry a 3-year warrant
with a strike price equal to the issue price of the Settlement
Shares. Due to austerity and rationalisation measures introduced by
the Company over the last 14 months, the Board and senior
management have agreed to defer salaries and fees since February
2019 to assist the Company's cash flow and the payment to other
staff and service providers, at no additional charge / interest to
the Company, while continuing to work tirelessly to manage the
Company through what was and continues to be a very challenging
period. Their agreement to settle these deferred payments with
Settlement Shares on the terms outlined indicates the continued
commitment of the Board and management and their belief in the
prospects of the Company and its projects.
The Board believes that the Share Capital Reorganisation (and
the payment of the Settlement Shares Settlement) best position the
Company to continue to fund its activities, encourage increased
share trading on AIM and the JSE (AltX), manage its existing debt
liabilities and enhance short-term working capital. For these
reasons the Directors are recommending the Share Capital
Reorganisation to Shareholders and will be voting for it in respect
of their individual holdings in the Company at the EGM.
The effect of the Share Capital Reorganisation would be to
initially sub-divide the nominal value per Existing Ordinary Share
by a factor of ten, creating Pre-consolidation Shares and 2020
Deferred Shares, and then to decrease the number of Existing
Ordinary Shares in issue at the date of this document pro rata to
approximately 127,227,218 by way of the consolidation into 1 New
Ordinary Share of every 10 Pre -consolidation Shares.
There are currently 1,272,272,188 Existing Ordinary Shares in
issue, all of which are listed for trading on AIM and JSE.
The nominal value of the Existing Ordinary Shares is EUR0.001,
and this will remain the nominal value for the New Ordinary Shares
following the Share Capital Reorganisation.
The Existing Ordinary Shares have been trading on AIM over the
past six months at prices ranging between GBP 0.25p and GBP 0.75p.
The price at close of business on 12 May 2020 was GBP 0.33p per
share.
Details of the Share Capital Reorganisation
It is proposed that:
Subdivision and consolidation
-- each of the issued Existing Ordinary Shares be subdivided
into one new 2020 Deferred Share and one (1) pre-consolidation new
ordinary share of EUR0.0001 each ("Pre-consolidation
Share(s)");
-- all of the authorised but unissued Existing Ordinary Shares
be subdivided into one (1) 2020 Deferred Share and one
Pre-consolidation Share;
-- all of the Pre-consolidation Shares in the capital of the
Company, whether issued or unissued, be consolidated into New
Ordinary Shares on the basis of one (1) New Ordinary Share for
every ten (10) Pre-consolidation Share each such New Ordinary Share
having the rights and being subject to the restrictions set out in
the Articles, provided that any fractions of Existing Ordinary
Shares to which any holder of ordinary shares as defined in the
Company's constitution would otherwise be entitled arising from
such consolidation shall be aggregated and consolidated so far as
is possible into New Ordinary Shares;
Deferred share buy-back and cancellation
-- all the issued 2013 Deferred Shares will be purchased by the
Company for the total sum of EUR1.00 following which all the
authorised but unissued 2013 Deferred Shares will be cancelled;
and
-- all of the issued 2019 Deferred Shares will be purchased by
the Company for the total sum of EUR1.00 following which all the
authorised but unissued 2019 Deferred Shares will be cancelled;
and
Increase in authorised share capital
-- the authorised share capital of the company will be adjusted
to reflect the cancellation of the Existing Deferred Shares and to
increase the ordinary share capital from two (2) billion New
Ordinary Shares to Five (5) billion New Ordinary Shares to ensure
sufficient authorised capital headroom is in place to issue more
New Ordinary Shares when required.
Table 1 shows the share capital of the Company as at (1) the
date of the Circular and (2) following the EGM (assuming the
Company issues no further shares between the date of the Circular
and the EGM and all Resolutions are carried).
Table 2 shows the details of share warrants outstanding at the
(1) date of the Circular, (2) following the EGM.
The Existing Deferred Shares shall be bought back from the
proceeds of a new issue of shares in the Company pursuant to the
Companies Act, 2014 as the Company does not hold any distributable
reserves for this purpose. As the Company's Articles of Association
permit each class of Existing Deferred Shares to be bought back by
the Company for an aggregate amount of EUR1.00 each, New Ordinary
Shares in the amount of 2,000 ("New Issue Shares") will be allotted
at par value by the Board to accommodate this. These New Issue
Shares are included in the total number of ordinary shares in issue
following the EGM shown on Table 1. The amount of Settlement Shares
will depend on the VWAP ten days after the EGM but should it be
calculated on the Company share price on AIM at close of business
on the 12 May 2020 of GBP 0.33p, it would result in an additional
issue of 16.7 million New Ordinary Shares and 16.7 warrants. This
would result in approximately 143.9 million shares and 83 million
warrants in issue in the Company following the Share Capital
Reorganisation and issue of Settlement Shares.
Shareholders should expect to see the security description
updated on the Record Date under new ISIN number IE00BGMGP573 and
SEDOL BGMGP57 (SEDOL BGMGQ32 for South African Shareholders), in
order to reflect their holding in Kibo Energy Public Limited
Company.
TABLE 1 - SHARE CAPITAL - BEFORE AND AFTER SHARE
REORGANISATION
ORDINARY SHARES of 2013 DEFERRED SHARES 2019 DEFFERRED SHARES
EUR0.001 OF EUR0.009 OF EUR0.014
AUTHORISED ISSUED AUTHORISED ISSUED AUTHORISED ISSUED
-------------- -------------- -------------- -------------- -------------- ------------
At date
of this
document 2,000,000,000 1,272,272,188 3,000,000,000 1,291,394,535 1,000,000,000 805,053,798
-------------- -------------- -------------- -------------- -------------- ------------
2020 DEFERRED SHARES OF EUR0.0009
-------------- -------------- ------------------------------------------------------------
AUTHORISED ISSUED
-------------- -------------- ------------------------------ ----------------------------
Following
the EGM 5,000,000,000 127,229,218* 2,000,000,000 1,272,272,188
-------------- -------------- ------------------------------ ----------------------------
*This figure includes the additional 2,000 ordinary shares of
EUR.001 each to be issued to buy back the 2013 Deferred Shares and
the 2019 Deferred Shares.
TABLE 2 -WARRANTS IN ISSUE - BEFORE AND AFTER SHARE
REORGANISATION
NUMBER EXERCISE ISSUE DATE EXPIRY DATE
OF WARRANTS PRICE (GBP)
At date of
this document 442,222,280 0.008 03 Dec 2019 03 May 2021
------------- ------------- ------------ ------------
221,111,140 0.01 03 Dec 2019 03 Nov 2022
------------- ------------- ------------ ------------
Following
the EGM 44,222,280 0.08 03 Dec 2019 03 May 2021
------------- ------------- ------------ ------------
22,111,114 0.1 03 Dec 2019 03 Nov 2022
------------- ------------- ------------ ------------
RIGHTS & RESTRICTIONS OF SHARES AFTER SHARE CAPITAL
REORGANISATION
Upon implementation of the Share Capital Re-Organisation,
Shareholders on the register of members of the Company at 07:00
p.m. on the Record Date, which is expected to be 08 June 2020, will
exchange ten (10) Existing Ordinary Shares of EUR0.001 each for one
(1) New Ordinary Share of EUR0.001 each in proportion to the number
of Existing Ordinary shares of EUR0.001 then held by each such
Shareholder. The proportion of the issued ordinary share capital of
the Company held by each Shareholder following the Share Capital
Reorganisation will, save for fractional entitlements, be unchanged
and the nominal value of the ordinary shares of the Company will
remain unchanged.
The New Ordinary Shares arising on implementation of the Share
Capital Reorganisation will have the same rights as the Existing
Ordinary Shares, including voting, dividend and other rights.
In accordance with the Articles, the Board has determined that
fractional shares resulting from the consolidation of
Pre-consolidation Shares will be treated as follows:
1. No Shareholder will be entitled to a fraction of a New
Ordinary Share and where, as a result of the consolidation of
Pre-consolidation Shares as described above, any Shareholder would
be entitled to a fraction only of a New Ordinary Share in respect
of their holding of Existing Ordinary Shares at the Record Date (a
"Fractional Shareholder") such fractions shall be aggregated with
the fractions of New Ordinary Shares to which other Fractional
Shareholders of the Company may be entitled so as to form full New
Ordinary Shares and sold for the benefit of the Company. This means
that any such Shareholder will not have a resultant shareholding of
New Ordinary Shares exactly equal to 10% of their holding of
Existing Ordinary Shares. Fractional entitlements will not be paid
to Shareholders.
2. It is proposed that the number of New Ordinary Shares held by
Shareholders following the Share Capital Reorganisation would be
rounded down to the nearest whole number where a Shareholder's
total shareholding in the Company is not exactly divisible by
10.
Shareholders should be aware that if they hold fewer than 10
(ten) Existing Ordinary Shares they would not be entitled to
receive any New Ordinary Share under the Share Capital
Reorganisation and would lose their entire shareholding.
The 2020 Deferred Shares
The 2020 Deferred Shares will not entitle holders to receive
notice of or attend and vote at any general meeting of the Company
or to receive a dividend or other distribution or to participate in
any return on capital on a winding up other than the nominal amount
paid on such shares following a substantial distribution to the
holders of ordinary shares in the Company, as detailed in the
Articles. Accordingly, the 2020 Deferred Shares will, for all
practical purposes, be valueless and it is the Board's intention,
at an appropriate time, to purchase the 2020 Deferred Shares for an
aggregate consideration of EUR1.00.
Shareholders should note that contingent on approval and
implementation of the proposals outlined in this document, the 2020
Deferred Shares will be the only class of deferred shares remaining
in the share capital of the Company following the buy-back and
cancellation of the 2013 Deferred Shares and the 2019 Deferred
Shares.
Recommendation of the Board
The Directors consider that the proposed Share Capital
Reorganisation is in the best interests of the Company and its
Shareholders as a whole.
Accordingly, the Directors unanimously recommend that you vote
in favour of the Resolutions being proposed at the Extraordinary
General Meeting, as they intend to do or procure to be done in
respect of their own and their connected persons' beneficial
holdings, representing approximately 4.56 per cent. of the Existing
Ordinary Shares.
Resolutions
The following resolutions are being put before the meeting:
1.To subdivide the issued share
capital of the Company
2.To amend the share capital
clause of the Memorandum of Association
following subdivision of share
capital of the Company
3.To amend the share capital
clause of the Articles of Association
following the subdivision of
share capital of the Company
4.To consolidate the authorised
but unissued Pre-consolidation
Shares of the Company
5.To consolidate the issued Pre-consolidation
Shares of the Company
6.To authorise the Company to
purchase the 1,291,394,535 2013
Deferred Shares
7.To authorise the Company to
purchase 805,053,798 2019 Deferred
Shares
8 To decrease the authorised
share capital of the Company
by the cancellation of the authorised
2013 Deferred Shares of the Company.
9. To decrease the authorised
share capital by the cancellation
of the authorised 2019 Deferred
Shares of the Company.
10.To amend the share capital
clause of the Memorandum of Association
following reduction in share
capital
11.To amend the share capital
clause of the Articles of Association
following the reduction in share
capital
12.To increase share capital
of the Company following the
subdivision and consolidation
13.To amend the share capital
clause of the Memorandum of Association
following the increase in authorised
share capital
14.To amend the share capital
clause of the Articles of Association
following the increase in share
capital and the buyback of the
2013 Deferred Shares and 2019
Deferred Shares.
The expected timetable of events for the EGM and capital
reorganisation is set out below:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS - AIM SHAREHOLDERS
Record Date for posting to Shareholders Friday,08 May 2020
Document posted to Shareholders Friday,15 May 2020
Last Day to trade to be eligible to vote Friday, 05 June 2020
at EGM
Latest time and date for receipt of Forms 11:00 a.m. on Saturday, 06
of Proxy June 2020
Latest date to lodge Crest Deposits with Friday, 05 June 2020
Crest for Existing Ordinary Shares
Extraordinary General Meeting 11:00 a.m. on Monday, 08
June 2020
Record Date for the Share Capital Reorganisation Monday, 08 June 2020
Admission effective and commencement of 7:00 a.m. on Tuesday, 09
dealings in the New Ordinary Shares June 2020
New Ordinary Shares credited to certificated Tuesday, 09 June 2020
accounts and to CREST or STRATE accounts Friday, 19 June 2020
Despatch of definitive share certificates
for New Ordinary Shares in certificated
form by no later than
*EXPECTED TIMETABLE OF PRINCIPAL EVENTS - JSE (ALTX)
SHAREHOLDERS
Record date for Shareholders to receive the
circular and Notice of meeting Friday, 08 May, 2020
Circular and Notice of Extraordinary General
Meeting announced on SENS and distributed
on Friday, 15 May, 2020
Last day to trade to be eligible to participate
and vote at the Extraordinary General Meeting Tuesday, 02 June, 2020
Extraordinary General Meeting record date
for Kibo shareholders to be entitled to participate Friday, 05 June, 2020
Last day to lodge forms of proxy with Transfer
Secretaries by 17h:00 on Friday, 05 June, 2020
Suspension of movement of existing ordinary
shares (close of business) Friday, 05 June, 2020
Extraordinary General Meeting to be held
at 12h00 on Monday, 08 June, 2020
Results of Extraordinary Meeting published
on SENS on Monday, 08 June, 2020
Finalisation information announced on SENS
by 14h00 on Monday, 08 June 2020
Last day to trade in the existing ordinary
shares for the consolidation Monday, 08 June 2020
Trading in the New Ordinary Shares under
the new ISIN
IE00BGMGP573 and SEDOL BGMGQ32 on Tuesday, 09 June 2020
Admission of the New Ordinary Shares on the
JSE on Tuesday, 09 June 2020
Record date to be eligible to participate
in the Share Capital Reorganisation Thursday, 11 June 2020
Movement of existing ordinary shares open
(commencement of business) Friday, 12 June 2020
Dematerialised shareholders accounts at CSDP/broker
updated to reflect the New Ordinary Shares Friday, 12 June 2020
Issue of replacement share certificates or
other documents of title to certificated
shareholders, provided that the old share
certificates have been lodged with the South
African transfer secretaries by 12:00 on
Friday, xx June 2020 (share certificates
received after this time will be posted within
5 business days of receipt) Friday, 12 June 2020
* 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.
*Share certificates may not be dematerialised or rematerialised
between Tuesday, 09 June 2020 and Thursday, 11 June 2020, both days
inclusive, nor may transfers of shares between subregisters in the
United Kingdom and South Africa take place between Friday, 05 June
2020 and Thursday, 11 June 2020, both days inclusive
References to times and dates in in the tables above are to
times and dates in Dublin, Ireland unless otherwise indicated
If any of the details contained in the timetable above should
change, the revised times and dates will be notified to
Shareholders by means of an announcement through a Regulatory
Information Service. All events listed in the above timetable
following the EGM are conditional on the passing of the resolutions
contained in the Notice of EGM.
Capitalised terms not otherwise defined herein shall have the
same meaning given to such terms in the Circular.
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:
Louis Coetzee Kibo Energy PLC Chief Executive Officer
info@kibo.energy
--------------- -------------------- ------------------- ------------------------
Andreas Lianos +27 (0) 83 4408365 River Group Corporate and Designated
Adviser on JSE
-------------------- ------------------- ------------------------
Philip Adler +44 (0) 20 7392 1494 ETX Capital Limited Joint Broker
-------------------- ------------------- ------------------------
Bhavesh Patel +44 20 3440 6800 RFC Ambrian Limited NOMAD on AIM
/
Stephen Allen
-------------------- ------------------- ------------------------
Isabel de Salis +44 (0) 20 7236 1177 St Brides Partners Investor and Media
/ Ltd Relations Adviser
Beth Melluish
-------------------- ------------------- ------------------------
Notes
Kibo Energy PLC is a multi-asset, Africa focused, energy company
positioned to address the acute power deficit, which is one of the
primary impediments to economic development in Sub-Saharan Africa.
To this end, it is the Company's objective to become a leading
independent power producer in the region. Kibo is simultaneously
developing three similar coal-fuelled power projects: the Mbeya
Coal to Power Project ('MCPP') in Tanzania; the Mabesekwa Coal
Independent Power Project ('MCIPP') in Botswana; and the Benga
Independent Power Project ('BIPP') in Mozambique.By developing
these projects in parallel, the Company intends to leverage
considerable economies of scale and timing in respect of strategic
partnerships, procurement, equipment, human capital, execution
capability / capacity and project finance. Additionally, the
Company has a 60% interest in MAST Energy Developments Limited
('MED'), a private UK registered company targeting the development
and operation of flexible power plants to service the UK Reserve
Power generation market.
Johannesburg
15 May 2020
Corporate and Designated Adviser
River Group
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
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