Notice of Extraordinary General Meeting
11/05/2023 07:00
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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
(https://kibo.energy/wp-content/uploads/Notice-of-EGM-June-2023-Form-of-Proxy.pdf)
.
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 €0.001 to a value of
€0.0001. This is being accommodated by a share division (the "Subdivision")
of the existing ordinary share capital into New Ordinary Shares of par value
of €0.0001 and 2023 Deferred Shares of par value €0.0009. 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 €0.0001 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 Proxy 12 noon on Wednesday, 31 May 2023
Extraordinary General Meeting 12 noon on Friday, 2 June 2023
Record Date for the Share Division and Conversion (nominal value reduction 7 p.m. on Friday, 2 June 2023
for Existing Ordinary Shares)
Admission effective and commencement of dealings in the New Ordinary Shares on 7 a.m. on Tuesday, 6 June 2023
AIM and JSE
New Ordinary Shares credited to EUROCLEAR BANK or STRATE accounts 6 June 2023
Despatch of definitive share certificates for New Ordinary Shares in Monday, 12 June 2023
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 and Notice of meeting Friday, 05 May
Circular and Notice of Extraordinary General Meeting announced on SENS and Thursday, 11 May
distributed on
Last day to trade to be eligible to participate and vote at the Extraordinary Tuesday, 23 May
General Meeting
Extraordinary General Meeting record date for Kibo shareholders to be entitled Friday, 26 May
to participate
Last day to lodge forms of proxy with Transfer Secretaries by 13h00 on Wednesday, 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.
**ENDS**
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 (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
Damon Heath +44 207 186 9952 Shard Capital Partners LLP Joint Broker
Zainab Slemang van Rijmenant zainab@lifacommunications.com (mailto:zainab@lifacommunications.com) Lifa Communications Investor and Media Relations Consultant
Johannesburg
11 May 2023
Corporate and Designated Adviser
River Group
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