REG - Kibo Energy PLC - Conversion, Equity Issue, TVR & Board Changes

Kibo EnergyAnnouncement

11/01/2024 07:00

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RNS Number : 2996Z  Kibo Energy PLC  11 January 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: 11 January 2024

 

Kibo Energy PLC ('Kibo' or the 'Company')

 

Conversion Notice

Issue of Equity & TVR & Board Changes

 

Kibo Energy PLC (AIM: KIBO; AltX: KBO), the renewable energy-focused
development company announces that it has received a conversion notice (the
"Conversion Notice") under the terms of the facility agreement signed between
the Company and RiverFort Global Opportunities PCC Limited ("RiverFort") dated
16 February 2022 (the "Facility Agreement") and the amendment and restatement
of the Facility Agreement dated 10 April 2023 ("Facility Restatement
Agreement"). As per the Conversion Notice, the Company has today allotted
500,000,000 new ordinary Kibo shares of €0.0001 each to RiverFort
representing conversion of accrued fees and interest totalling £161,000
(which is included in the current outstanding balance of £1,106,146.72
reported by the Company) owing to RiverFort under the Facility Restatement
Agreement. The conversion price is £0.000322 (0.0322 pence) calculated as 92%
of the lowest daily VWAP over the ten (10) Trading Days immediately preceding
the date of the Conversion Notice in accordance with the terms of the Facility
Restatement Agreement.

 

Total Voting Rights

 

Application will be made for the Conversion Shares to be admitted to trading
on AIM and the JSE AltX markets. Trading in the Conversion Shares is expected
to commence on AIM and the JSE on or around 16 January 2024 ('Admission').
Following Admission, the Company will have 4,279,866,683 shares in issue and
the foregoing figure may be used by shareholders as the denominator for the
calculations to determine if they are required to notify their interest in, or
a change to their interest in, the Company under the FCA's Disclosure Guidance
and Transparency Rules.

 

Following the Admission of the Conversion Shares, Riverfort beneficially hold
500,000,000 shares in the Company representing 11.68% of the shares in issue
and will be deemed to be a Substantial Shareholder under AIM Rules.

 

Board Changes

 

The Company announces that Mr. Ajay Saldanha is retiring as a non-executive
director of the Company with effect from 10 January 2024. Mr. Saldanha's
retirement is because of his increased work commitments outside of Kibo and
therefore his inability to continue to make the time commitment that his role
as a non-executive director of Kibo requires.   The Company is in the
process of identifying a replacement independent non-executive director and
will announce once the preferred candidate is identified. Additionally, the
Company is pleased to announce that its current Chief Financial Officer, Mr.
Jacobus (Cobus) van der Merwe, has, subject to the completion of regulatory
checks, agreed to join the board. Mr. van der Merwe will continue as a member
of the executive management team of the Company in his new position as
Financial Director.

 

Mr van der Merwe 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.

 

Louis Coetzee, Chief Executive Officer of Kibo, commented: RiverFort's
election to convert the fees and interest portion of the outstanding balance
on the Facility Restatement Agreement is welcomed by the Company as it helps
reduce these ancillary costs associated with the Facility and establishes
RiverFort as a Substantial Shareholder who have indicated their confidence in
and support for the Company's business strategy.

 

I would like to thank Ajay for his valuable contribution and assistance to
Management during his time as a director of Kibo over the last 12 months and
on behalf of the rest of the Board wish him well in the future.

 

I am pleased Cobus has agreed to join the Board as Financial Director and look
forward to continuing working with him in achieving the Company's business
objectives during 2024 and beyond.

 

The changes in the directors, management, and their Related Parties (PDMRs)
beneficial holding in Kibo before and after the issue of the Conversion Shares
is shown in the table below.

 

 Name             Position                 Number of Kibo Shares Held  % Beneficial Holding before Conversion Share issue      %  Beneficial Holding after Conversion Share issue

 Louis Coetzee    Director                 223,198,427                 5.90                                                    5.22

 Noel O'Keeffe    Director                 57,234,904                  1.51                                                    1.34

 Louis Scheepers  Chief Operating Officer  68,872,261                  1.82                                                    1.61

 

**ENDS**

 

This announcement is made in accordance with the requirements of the Market
Abuse Regulations (EU) no. 596/2014 (part of UK law by virtue of the European
Union (Withdrawal) Act 2018) and AIM Rule 21.

 

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 January 2024

Corporate and Designated Adviser

River Group

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