TIDMKIBO
RNS Number : 2994V
Kibo Energy PLC
01 December 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: 1 December 2023
Kibo Energy PLC ('Kibo' or the 'Company')
Kibo Subsidiary Announces Update of Joint Venture Agreement
Kibo Energy PLC (AIM: KIBO; AltX: KBO), the renewable
energy-focused development company, announces that further to its
previous announcements dated 23 October 2023 and 13 November 2023,
respectively, its subsidiary Mast Energy Developments PLC ('MED'),
a UK-based multi-asset owner, developer and operator in the rapidly
growing flexible market, announces that, under the terms of the
binding Joint Venture Agreement (JVA'), Proventure Holdings (UK)
Ltd, part of the Proventure Group ('Proventure'), has failed to
meet the conditions to complete the transaction by the
contractually agreed completion long-stop date of 30 November
2023.
Under the terms of the JVA, Proventure is required to make an
initial interim payment of GBP2m (the 'Interim Payment') as well as
payment of the balance of the investment due of c. GBP3.9m to the
Joint Venture Special Purpose Vehicle ('SPV'). Unless or until the
JVA has been completed, Proventure remains contractually bound
under the JVA, and remains in breach of its obligations thereto. As
a result of Proventure not performing, MED has given Proventure
formal notice of enforcement and Proventure now has seven (7) days
to remedy the position. If Proventure fails to do so within the
remedial timeline, MED will consider all its available options,
including, but not limited to, terminating the JVA save for MED's
right to claim damages and costs, commencing proceedings against
Proventure and affected parties as well as alternative investment
opportunities. MED has furthermore made the decision to grant no
further extensions with respect to the deadline for the completion
of the JV.
As announced in the Company RNS dated 13 November 2023, MED
provided an extension in respect of the Interim Payment deadline
and Proventure has thus incurred a total late payment penalty
amounting to GBP60,000 as well as liquidated damages of 0.25% of
the total investment balance due plus any additional costs and
expenses incurred by MED in respect of the JV projects, all of
which are due and payable by Proventure to MED. Under the terms of
the JVA, in addition to the foregoing penalties, should the JVA be
terminated, Proventure shall furthermore pay to MED liquidated
damages as a sum equal to 5% of the total investment value due and
any reasonable costs and expenses incurred by MED in connection
with the agreement.
In consideration of the delays, MED has proceeded with advanced
discussions with an alternative institutional investor to secure
the necessary funding required to advance MED's development
plans.
Further details can be found in the full MED announcement, which
is available below and at med.energy :
-------------------------
Dated: 01 December 2023
Mast Energy Developments PLC ('MED' or 'the Company')
MED Binding Joint Venture Agreement Completion Update
Mast Energy Developments PLC, the UK-based multi-asset owner,
developer and operator in the rapidly growing flexible power
market, announces that further to its previous announcements dated
23 October 2023 and 13 November 2023 respectively, under the terms
of the binding JVA, Proventure is required to make an initial
interim payment of GBP2m (the 'Interim Payment') as well as payment
of the balance of the investment of c. GBP3.9m to the Joint Venture
SPV, in order to complete the transaction by the contractually
agreed completion long-stop date of 30 November 2023.
Proventure has not met the abovementioned conditions under the
JVA and unless or until the JVA has been completed, Proventure
remains contractually bound under the JVA and is yet to perform its
obligations thereof. As a result of Proventure not performing such
obligations, MED has given Proventure formal notice of enforcement
and Proventure now has seven (7) days to remedy the position. If
Proventure fails to do so within the remedial timeline, MED will
consider all its available options, including, but not limited to,
terminating the JVA save for MED's right to claim damages and
costs, commencing proceedings against Proventure and associated
parties, as well as alternative investment opportunities.
In consideration for MED previously granting an extension in
respect of the Interim Payment deadline, as set out in our
announcement dated 13 November 2023, Proventure has incurred a
total late payment penalty amounting to GBP60,000 as well as
liquidated damages of 0.25% of the total investment balance due,
plus any additional costs and expenses incurred by MED in respect
of the JV projects, all of which are due and payable by Proventure
to MED unless waived in part or in full by MED. Under the terms of
the JVA, in addition to the foregoing penalties, in the event that
the JVA is terminated, Proventure shall pay to MED liquidated
damages being a sum equal to 5% of the total investment value due,
plus any reasonable costs and expenses incurred by MED in
connection with the agreement. All of the foregoing penalties
exclude MED's right to claim further damages as a result of the
breach and potential misrepresentation by Proventure.
Further, MED is in advanced discussions with an alternative
institutional investor in order to secure the necessary funding
required to advance MED's development plans, should Proventure fail
to remedy the position referred to above. In the meantime, MED is
in the process of also assessing various short-term funding options
in order to ensure that the Company can meet its ongoing working
capital requirements.
Moreover, MED has decided to put its Pyebridge 9MW flexible
power generation asset (the 'Site') into care and maintenance, in
preparation for a significant overhaul work programme planned for
the Site's reciprocal generation engines, pending the necessary
funding. The planned work programme will result in the Site
reaching its full generation, efficiency and profitability
potential. Until such time that the work programme has been
completed, no further revenue from the Site is expected.
Pieter Krügel, MED CEO, commented: "We are, of course, very
disappointed with Proventure's continued inability to meet their
commitments within the agreed contractual timelines. MED has been
working tirelessly to assist and support Proventure and we have
done everything we possibly could to ensure successful delivery,
however, Proventure's performance is unfortunately outside of MED's
control. Based on the latest assurances from Proventure, the MED
Board remains cautiously optimistic that Proventure remains fully
committed to and should be able to remedy the position within the
remedial timeline to pave the way towards building a fruitful
partnership with them.
"In the meantime, we are engaged in advanced discussions with an
alternative institutional investor in order to secure the necessary
capex funding to advance MED's development plans should Proventure
fail to remedy the position referred to above and we are looking
forward to updating the market accordingly."
S
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.med.energy or
contact:
Pieter Krügel Info@med.energy Mast Energy Developments CEO
PLC
------------------------------ ------------------------- -----------------
Jon Belliss +44 (0)20 7399 9425 Novum Securities Corporate Broker
------------------- ------------------------------ ------------------------- -----------------
Zainab Slemang zainab@lifacommunications.com Lifa Communications Investor &
van Rijmenant Media Relations
Advisor
------------------- ------------------------------ ------------------------- -----------------
This announcement contains inside information as stipulated
under the UK version of the Market Abuse Regulations (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 information is now
considered to be in the public domain.
**S**
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
1 December 2023
Corporate and Designated Adviser
River Group
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