REG - Kibo Energy PLC - Notice of Extraordinary General Meeting

Kibo EnergyAnnouncement

26/09/2024 07:00

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RNS Number : 6630F  Kibo Energy PLC  26 September 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: 26 September 2024

Kibo Energy PLC

Notice of Extraordinary General Meeting ("EGM")

 

Kibo Energy PLC ('Kibo' or the 'Company'), the renewable energy focused
development company, announces that a Notice of EGM & Sample Proxy Form
('Notice of EGM') is now available on the Company's website:
https://kibo.energy/wp-content/uploads/Notice-of-EGM-October-2024-Form-of-Proxy.pdf
(https://kibo.energy/wp-content/uploads/Notice-of-EGM-October-2024-Form-of-Proxy.pdf)

 

The EGM will be held at 12 noon on Friday, 11  October 2024, at 17 Pembroke
Street Upper, Dublin D02 AT22 ,Ireland

 

The Notice of EGM is being dispatched by post today to those shareholders who
have indicated a preference to receive hard copies.  Shareholders should
consult the notes to the Notice of EGM for detailed information on the options
for returning proxies.

 

The directors and management are encouraging shareholders to approve the
resolution on the Notice of EGM for which they and their Related Parties
comprising approximately  13% of the issued share capital will be doing.

 

 BACKGROUND AND REASON FOR EGM

 

On the 16 September 2024, the Company announced that it had signed a binding
term sheet with ESGTI AG, a Swiss registered company to acquire a diverse
portfolio of renewable energy projects across Europe and Africa spanning wind
and solar generation, agri-photovoltaics and technology development, by way of
a Reverse Takeover of the Company (the "RTO" or the "Proposed Acquisition").
The Proposed Acquisition is being arranged by Aria Capital Management Limited,
a global asset management company ( "Aria Capital Management").

 

The Proposed Acquisition will constitute a reverse takeover under the AIM
Rules for Companies (the "AIM Rules") which the Company must adhere to as
condition of the admission of its shares on the AIM Market in London. As the
consideration for the Proposed Acquisition is substantially larger than the
Company's current market capitalization and therefore, in accordance the AIM
Rules, will require the Company to make application for the enlarged share
capital to be readmitted to AIM ("Admission"), the publication of an AIM
admission document ("Admission Document") and approval by the shareholders of
the Company at a general meeting.

 

A summary of the terms for the Proposed Acquisition can be found on the
Company's public announcement of 16 September 2024 which is available on its
website (www.kibo.energy) and can be accessed at the following link:
https://polaris.brighterir.com/public/kibo_energy/news/rns/story/wv37nzr

 

It is anticipated that the general meeting to seek shareholder approval for
the Proposed Acquisition will be held before the end of 2024, and this meeting
will also serve as the Company's Annual General Meeting by which time the
Company's delayed audited financial statements will be published and made
available to shareholders.

 

DISPOSAL OF KMCL

 

One of the conditions precedent to the signing of the term sheet was an
agreement to dispose of the Company's wholly owned Cyprus subsidiary, Kibo
Mining (Cyprus) Limited (the "KMCL Disposal"), to Aria Capital Management.

 

A conditional sale & purchase agreement has been signed with Aria Capital
Management for the KMCL Disposal and completion is conditional on shareholder
approval, as required under the AIM Rules.

 

KMCL's 19.52% shareholding in Mast Energy Developments PLC will be excluded
from the KMCL Disposal and will be transferred to the Company prior to the
completion of the KMCL Disposal.

 

KMCL contains the legacy coal assets and the Company's waste-to-energy and
biofuel projects in sub-Saharan Africa which are carried in the Company's last
published interim accounts to 30 June 2023 at £258,242, following impairment.
In the six months to 30 June 2023 KMCL contributed a loss of £610,827 on
£nil revenue, excluding Mast Energy Developments PLC. KMCL carries
liabilities relating to the Company's historic payroll of £535,527 to 31
January 2024 (refer to Kibo RNS announcements dated 20th and 7th June 2024)
(the "Historic Payroll Liabilities"). As consideration for the KMCL Disposal,
Aria Capital Management is assuming the Historic Payroll Liabilities for which
it will pay the Company £535,527 (essentially thereby netting off the
consideration from the liability being assumed and resulting in £nil cash
being received, and the Group indebtedness being reduced by the amount of the
Historic Payroll Liabilities). The settlement of this historical payroll debt
will significantly reduce the existing debt on the Group's balance sheet.

 

The KMCL Disposal constitutes a 'Fundamental Change of Business' under the AIM
Rules and consequently, it will require shareholder approval at a general
meeting the notice of which (Notice of Extraordinary General Meeting) forms
part of this document.

 

Additionally, the Kibo board, on approval by the Kibo shareholders of the KMCL
Disposal, would consider the Company to be an AIM Rule 15 cash shell.
Accordingly, with effect from the date the KMCL Disposal completes, the
Company will have six months to undertake a Reverse Takeover or otherwise will
be suspended from trading on AIM.

 

The Company, ESGTI AG and Aria Capital Management are committed to completing
the RTO during which time the Company will remain suspended on AIM. The
Company and Aria Capital Management are working together to secure the pre-RTO
funding to cover its working capital costs, including making further creditor
settlements and the costs of engaging advisers and meeting other transactional
costs associated with completing the RTO.

 

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 (http://www.kibo.energy/)
or contact:

 

**ENDS**

 

For further information please visit www.kibo.energy (http://www.kibo.energy/)
or contact:

 

 Cobus van der Merwe  info@kibo.energy (mailto:info@kibo.energy)  Kibo Energy PLC                        Chief Executive Officer
 James Biddle         +44 207 628 3396                            Beaumont Cornish Limited               Nominated Adviser

 Roland Cornish
 Claire Noyce         +44 20 3764 2341                            Hybridan LLP                           Joint Broker
 James Sheehan        +44 20 7048 9400                            Global Investment Strategy UK Limited  Joint Broker

 

Beaumont Cornish Limited ('Beaumont Cornish') is the Company's Nominated
Adviser and is authorised and regulated by the FCA. Beaumont Cornish's
responsibilities as the Company's Nominated Adviser, including a
responsibility to advise and guide the Company on its responsibilities under
the AIM Rules for Companies and AIM Rules for Nominated Advisers, are owed
solely to the London Stock Exchange. Beaumont Cornish is not acting for and
will not be responsible to any other persons for providing protections
afforded to customers of Beaumont Cornish nor for advising them in relation to
the proposed arrangements described in this announcement or any matter
referred to in it.

 

Johannesburg

26 September 2024

Corporate and Designated Adviser

River Group

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