REG - Kibo Energy PLC - Reverse Takeover & Disposal of Company’s Assets

Kibo EnergyAnnouncement

16/09/2024 12:15

For best results when printing this announcement, please click on link below:
http://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20240916:nRSP3594Ea&default-theme=true

RNS Number : 3594E  Kibo Energy PLC  16 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: 16 September 2024

 

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

 

Binding Term Sheet Announced - Renewable Energy Assets

Reverse Takeover & Disposal of Company's Operating Assets

 

Kibo Energy PLC (AIM: KIBO; AltX: KBO), the renewable energy-focused
development company, is pleased to announce that it has signed a binding term
sheet (the "Term Sheet") with ESGTI AG, a  Swiss registered company (the
"Vendor") (ESGTI - Investing in ESG | Sustainable investments
(https://esgti.com/) ) 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 (the "Arranger"). The Proposed Acquisition will
constitute a reverse takeover ("RTO") under the AIM Rules for Companies (the
"AIM Rules") as, inter alia, the consideration for the Proposed Acquisition is
substantially larger than the Company's current market capitalization and
therefore, in accordance with Rule 14 of the AIM Rules, will require
application to be made 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.

 

Summary of Terms

 

·    The assets to be acquired under the Proposed Acquisition (the
"Transaction Assets") comprise 36 development projects spanning 15 countries
from early stage to under construction with a target of 20 Gigawatts (GW)
generation capacity within 6 years.

 

·    The Term Sheet envisages a consideration for the Transaction Assets
of €400 million which remains subject to due diligence (as further detailed
below).

 

·    The RTO is expected to be accompanied by a share consolidation of the
share capital of the Company in the ratio of 1 share for every 5,000 shares
held.

 

·    A placing to accompany the RTO will have a target raise of €30
million which will be arranged by the Vendor at its own cost through the
appointment of placing agents to secure investment by third party
institutional investors.

 

·    The Term Sheet is subject to standard conditions precedent including,
inter alia, completion of satisfactory mutual due diligence by all parties,
board and shareholder approvals, AIM & other relevant regulatory
authorities including obtaining waiver from Irish Takeover Panel where
required, and approvals by Kibo Shareholders for the RTO at a General Meeting.

 

Whilst the Company, Vendor and Arranger are committed to completing the RTO
there can be no guarantee that this will complete, and investors should note
that it remains subject to substantial conditions. Furthermore, to complete
the required work on the RTO, including due diligence, the Company needs to
raise additional funds.

 

Disposal of the Company's Operating Assets

 

An additional condition precedent to the signing of the Term Sheet is the
disposal of the Company's wholly owned Cyprus subsidiary Kibo Mining (Cyprus)
Limited ("KMCL") (the "KMCL Disposal") to the Arranger for which a conditional
Sale & Purchase Agreement had been agreed with the Arranger and is
expected to be signed within the next 5 business days. The KMCL Disposal is
subject to Shareholder approval to be obtained at a General Meeting of the
Company, as required under AIM Rule 15. 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 ("MED") as further noted below. KMCL carries liabilities
relating to the Company's historic payroll of £535,527 to 31 January 2024
(refer Kibo RNS announcements dated 20(th) and 7(th) June 2024) (the "Historic
Payroll Liabilities"). The Company's 19.52% shareholding in Mast Energy
Developments PLC ("MED") currently held through KMCL will not be included in
the KMCL Disposal. As consideration for the KMCL Disposal, the Arranger (being
the acquirer) is assuming the Historic Payroll Liabilities. The settlement of
this historical payroll debt will significantly reduce the existing debt on
the Group's balance sheet. Whilst Peter Williams, the Company's 28.32%
shareholder, holds a position within the greater Aria Capital Management
Group, Aria Capital Management is not a Related Party of the Company under the
AIM Rules for Companies.

 

The KMCL Disposal constitutes a Fundamental Change of Business under AIM Rule
15 as it, when aggregated with the Company's disposals of its interests in MED
over the last 12 months, exceeds 75% on one of the relevant Class Tests and
consequently, it will require shareholder approval at a general meeting which
the Company will hold as soon as possible.

 

Additionally, the Kibo board, on approval by 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, after which it will have a further six months to complete a
Reverse Takeover or otherwise be cancelled from trading on AIM.

 

The Company, Vendor and Arranger are committed to completing the RTO during
which time the Company will remain suspended on AIM. The Company and Arranger
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
acquiring the Transaction Assets and completing the RTO.

 

Update on the Accounts

 

Further to the Company's RNS announcement on 25 June 2024, progress with
completion of its audited Financial Statements to 31 December 2023 (the
"Accounts") is proceeding well but has not been completed by the anticipated
date of end July to early August. As completion of the FY23 Accounts and the
interim accounts to 30 June 2024, the publication of which is due by 30
September 2024, will now be part of the RTO process, it is expected that it
will be closer to end of 2024 before they will be published.

 

Information on MED

 

The Company takes this opportunity to advise Shareholders of the following AIM
Rule 12 information following past disposals of its shares in MED which the
Company deemed to be a substantial transaction, pursuant to AIM Rule 12, on
the basis of the aggregated class tests: since 5 October 2023 Kibo has reduced
its holding in MED from 56.02% to its current 19.52% interest which has
provided the Company with aggregate gross proceeds of £619,815 which were
mainly used to reduce the outstanding balance on the Company's reprofiled
bridge loan facility with RiverFort Global Opportunities PCC Ltd, and to
provide the Company with working capital. As per MED's last reported accounts
to 30 June 2024 published on 30 August 2024, the loss attributable to this
36.5% equity interest sold was £179,600.

 

**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

16 September 2024

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 (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  MSCQKABPKBKDCCD