REG - Kibo Energy PLC - Unaudited Interim Results
29/09/2023 07:00
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RNS Number : 0601O Kibo Energy PLC 29 September 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: 29 September 2023
Kibo Energy PLC ('Kibo' or the 'Company')
Unaudited Interim Results for the Six-Month Period Ended 30 June 2023
Kibo Energy PLC (AIM: KIBO; AltX: KBO), the renewable energy-focused
development company, is pleased to announce its unaudited interim results for
the six months ended 30 June 2023, contained below. The full interim results
are also available on the Company's website at
https://kibo.energy/wp-content/uploads/Kibo-Interim-Results-30-June-2023.pdf
(https://kibo.energy/wp-content/uploads/Kibo-Interim-Results-30-June-2023.pdf)
.
Overview of the key highlights during the interim period:
· A continued focus on the Company's renewed strategy to acquire
and develop a portfolio of sustainable, renewable energy assets:
o Commenced with an optimisation and integration study into the production
of synthetic oil from non-recyclable plastic waste on the 2.7 MW
plastic-to-syngas project under Sustineri Energy (Pty) Ltd ('Sustineri Energy'
or 'Sustineri'), a joint venture ('JV') in which Kibo holds 65% and Industrial
Green Energy Solutions ('IGES') holds 35%, which could add a potential
accelerated additional revenue stream to the project.
o As part of the Mbeya Power Project, the Company has determined a due
diligence scope of work and process for the Tanzania Electric Supply Company
Limited ('TANESCO') in line with key project milestones and established a
Joint Technical Committee to ensure these milestones are met as agreed to, as
previously announced by the Company with regards to its renewed Memorandum of
Understanding ('MOU').
o Kibo subsidiary Mast Energy Developments plc ('MED') relinquished its
existing T-4 Capacity Market ('CM') contract for its Pyebridge site and was
successful in the pre-qualification for two new bids, which resulted in a T-1
CM contract at £60/kW/pa and a T-4 CM contract that cleared at a record price
of £63/kW/pa.
o MED furthermore reprofiled the outstanding loan balances on its existing
loan facilities as well as entered a Heads of Terms ('HoT') for a new JV
agreement between MED and a new institutional-led consortium, who will inject
all required capital into the JV with an expected total investment value of c.
£31 million, with no funding contribution required from MED.
· Corporate updates:
o The appointment of Beaumont Cornish Limited as Nominated Advisor ('NOMAD')
on 11 January 2023.
o The appointment of Mr. Ajay Saldanha as a new independent non-executive
director to the Kibo Board with effect from 11 January 2023.
o The retirement of Mr. Chris Schutte, effective 2 May 2023.
o All unexercised and outstanding warrants in the Company, to the amount of
1,128,024,625, have been repriced such that they are all exercisable at
£0.001 (0.1p).
o The Company has reached agreement with the holders (the 'Noteholders') of
the Company's 7% Convertible Loan Note ('CLN') instrument dated 7 January 2022
to convert all principal amounts and accrued interest amounting to £714,517
to ordinary Kibo shares of €0.001 par value, converted at a price of 0.14p.
The conversion resulted in the issue of 510,369,286 new Kibo shares to the
Noteholders.
o The Company has further agreed to a reprofiling of its existing bridge
loan facility into a new 24-month term loan (the 'Term Loan Facility'). The
reprofiled amount under the Term Loan Facility agreement is £1,113,980,
repayable over a 24-month period. The Company has also awarded 1,262,300,283
warrants to the Institutional Investor under the agreed reprofiling terms of
the Term Loan Facility.
o The Company received warrant notices to exercise 284,524,625 Kibo
warrants, for which 216,274,625 ordinary Kibo shares of €0.001 at a price of
£0.001 (0.1p) were issued and the remaining 68,250,000 shares were deferred
from being issued and admitted for trading until full payment for the
corresponding warrants, for which prior irrevocable exercise notices have been
submitted (RNSs dated 4 and 26 May 2023).
· Post-reporting period:
o In July 2023, the Sustineri biofuel project was granted an integrated
Environment Authorisation ('EA') (RNS dated 3 July 2023) and a further
integration study is currently underway to align the test results with
feedstock characteristics, as previously announced in an RNS dated 2 May
2023.
o During July 2023, MED finalised and entered into a definitive and binding
Joint Venture Agreement ('JVA') with an institutional investor-led consortium,
with an initial expected total investment value of c. £5.9 million. The
completion date of the JVA has since been extended twice due to unforeseen
circumstances as detailed in an MED RNS dated 4 August and 22 September 2023,
with the parties working on finalising the necessary logistical and statutory
arrangements to ensure the successful completion and transfer of funds in
accordance with the revised long-stop date.
Chairman's Statement
We are pleased to present our Interim Report for the six months ending 30 June
2023.
During the first half of 2023, Kibo Energy plc ('Kibo' or the 'Company') has
continued its commitment to its strategy to acquire and develop a portfolio of
sustainable, renewable energy assets. The year commenced with notable
obstacles but through the resilience of crucial stakeholders, management and
the Kibo team, the Company has continued to work to overcome these challenges.
It continues to demonstrate adaptability and steady dedication to its core
objectives of capitalising opportunities within the global clean energy
transformation and working towards leading position within this industry. The
Kibo strategy includes implementing an appropriate disposal and divestment or
repurposing of all hydrocarbon and coal-based power projects and assets,
maximising value from these projects for shareholders (RNS dated 16 June
2021).
Portfolio
Kibo's robust project portfolio remains comprehensive and diverse, with
projects spanning four areas - reserve power, waste-to-energy ('W2E' or
'WtE'), biofuel and long-duration energy storage ('LDES').
Waste-to-energy
In January, the Company initiated an optimisation study to modify the design
of its 2.7 MW plastic-to-syngas ICON Park project, aiming to incorporate
synthetic oil production from non-recyclable plastic waste. This adjustment
could introduce an additional revenue source to the project. Additionally, the
company showcased promising laboratory test results, demonstrating from our
samples that bio-coal from specific biomass sources surpassed conventional
coal in various key industrial boiler applications. An integrated Environment
Authorisation ('EA') has been granted (RNS dated 3 July 2023) and further
technical work aims to align the laboratory test results with feedstock
characteristics (RNS dated 2 May 2023).
The original project is planned to be developed in two distinct phases, with
the first phase being the production of synthetic oil and a second phase
introducing the production of syngas and electricity. The decision to pursue
the production of synthetic oil as phase 1 is expected to have a positive
impact on the project's profitability and provides the Company with the
opportunity to generate revenue much earlier than initially projected (RNS
dated 1 February 2023).
In the UK, the Southport project, which includes c. 5.5 million m(3)
bio-methane production and a 10 MW generation capacity is temporarily delayed,
pending funding and reaching agreement on appropriate land lease arrangements.
With reference to the ongoing dispute with the vendor in respect of the
Company's investment in Shankley Biogas Limited, as disclosed in the audited
consolidated financial statements of the Company for the year ended 31
December 2022, the Company is in advanced settlement negotiations with the
vendor and is confident that the ongoing dispute will be settled soon. The
carrying values of the investment in Shankley and its associated assets and
liabilities, as included in the Group and Company Balance Sheet as at 31
December 2022, remained unchanged for the six months to 30 June 2023.
Biofuel
After signing a renewed Memorandum of Understanding ('MOU') (RNSs dated 23
November 2022 and 18 May 2023), the Company and its Tanzanian subsidiary,
Mbeya Power Limited ('Mbeya Power'), are currently subject to a due diligence
process by TANESCO, pursuant to the agreed MOU process. The MOU sets out clear
guidelines, deliverables and timelines for the conclusion of a Power Purchase
Agreement ('PPA') and Mbeya Power and TANESCO have agreed to establish a Joint
Technical Committee to ensure the key milestones, as agreed in the MOU, are
met.
A part of the Company's strategy, the conversion of fossil fuel (coal) to
biofuel produced from biomass is considered for the fully developed Mbeya
Power project, a 300 MW steam-powered power plant in the Songwe region of
Tanzania. As Kibo has already determined the technical feasibility of bio-coal
as a coal replacement, the Company is now in the process of determining the
commercial viability of producing selected biomass as feedstock for the
bio-coal production process.
Long-Duration Energy Storage
The status of the Company's long-duration energy storage ('LDES') projects
remain unchanged as previously noted in a Company Operational Update (RNS
dated 3 July 2023). These include a 12.3 MW project that is undergoing both
concept and commercial development simultaneously and a 36.32 MW target for
development, which is still under assessment. Furthermore, the South African
market, which is currently favourable towards renewable energy and LDES
solutions, is being targeted for the development of project pipeline
opportunities.
Reserve Power
Kibo's interests in reserve power are vested in its subsidiary Mast Energy
Developments ('MED'). In May, MED announced the conclusion of a Heads of Terms
('HoT') for a JV agreement between MED and a institutional-led consortium (the
'Institutional Investor'). Under the HoT, the Institutional Investor will
inject all required capital into the JV with an initial investment value of c.
£5.9 million and an expected total investment value of c. £31 million, with
no funding contribution from MED. This will allow MED to accelerate
development of its project pipeline.
The completion date of the JVA has since been extended twice due to unforeseen
circumstances as detailed in an MED RNS dated 4 August and 22 September 2023,
with the parties working on finalising the necessary logistical and statutory
arrangements to ensure the successful completion and transfer of funds in
accordance with the revised long-stop date.
In May 2023, MED reached a significant milestone with its Rochdale site
receiving planning consent from the local Council. The site is now fully
construction-ready and awaiting project funding.
MED further achieved a landmark objective earlier this year. After foregoing
its existing T-4 Capacity Market ('CM') contract for its Pyebridge site in
favour of applying for two new replacement CM contracts in the 2022/2023 CM
bid window, MED was successful in pre-qualification to bid for new T-1 and T-4
CM contracts. This resulted in a CM Auction result where the T-1 bid was
cleared at £60/kW/pa and the T-4 bid cleared at a record price of
£63/kW/pa.
Corporate
As the Company progresses its strategy, it also made a significant appointment
in the first half of 2023. This included the appointment of a new independent
non-executive director, Mr. Ajay Saldanha, to the board of directors, with
effect from 11 January 2023. During this period, the Company said farewell to
Mr. Chris Schutte, who retired from the Kibo board as of 2 May 2023.
The Company began its year temporarily suspended from AIM, a market operated
by the London Stock Exchange ('LSE') as a result of the resignation of its
Nominated Advisor ('NOMAD') (RNS dated 9 December 2022). However, this
challenge was quickly overcome with the appointment of Beaumont Cornish
Limited ('BCL') as its new NOMAD as detailed in an RNS dated 11 January
2023.
These appointments have solidified the Company's commitment in delivering its
growth strategy while placing Kibo in an advantageous position within the
alternative energy sectors in the UK and sub-Saharan Africa.
Conclusion
As we approach the end of 2023, I am pleased to note the management team and
personnel's ongoing determination and resilience, under challenging trading
and funding conditions, to streamline Kibo's operations and to support its
strategy of focusing on the acquisition and development of alternative and
renewable sustainable energy solution projects, while pursuing the conversion
of the Company's large-scale power projects and the disposal of its
hydro-carbon and coal assets, have yielded positive outcomes for the
Company.
Louis Coetzee
Chief Executive Officer & Acting Chairman
Date: 29 September 2023
Unaudited Interim Results for the six months ended 30 June 2023
Unaudited Condensed Consolidated Interim Statement of Comprehensive Income
For the six months ended 30 June 2023
6 months to 6 months to 12 months to
30 June 30 June 31 December
Note 2023 2022 2022
(Unaudited) (Unaudited) (Audited)
£ £ £
Revenue 14 198,438 305,384 1,036,743
Cost of sales (125,008) (260,329) (778,802)
Gross profit/loss 73,430 45,055 257,941
Administrative expenses (1,318,959) (1,210,016) (2,579,028)
Reversal of impairment / (impairments) of non-current assets 9 4,052,331 - (7,038,930)
Fair value adjustments 10&13 (4,153,309) - -
Listing and capital raising fees (297,114) (185,070) (363,368)
Project and exploration expenditure (268,347) (415,621) (847,567)
Operating Loss (1,911,968) (1,765,652) (10,570,952)
Finance costs (69,396) (86,914) (249,754)
Investment and other income 145,552 8,593 93,866
Share of gain / (loss) from associate 7,164 (118,357) (181,684)
Loss before Tax (1,828,648) (1,962,330) (10,908,524)
Tax - - -
Loss for the period (1,828,648) (1,962,330) (10,908,524)
Other comprehensive income:
Exchange differences on translating of foreign operations, net of taxes 148,114 60,869 372,191
Total Comprehensive Loss for the Period (1,680,534) (1,901,461) (10,536,333)
Loss for the period attributable to (1,828,648) (1,962,330) (10,908,524)
Owners of the parent (1,487,876) (1,637,805) (9,776,917)
Non-controlling interest (340,772) (324,525) (1,131,607)
Total comprehensive loss attributable to (1,680,534) (1,901,461) (10,536,333)
Owners of the parent (1,339,762) (1,576,936) (9,404,726)
Non-controlling interest (340,772) (324,525) (1,131,607)
Basic loss per share 4 (0.0004) (0.0006) (0.003)
Dilutive loss per share 4 (0.0004) (0.0006) (0.003)
Unaudited Condensed Consolidated Interim Statement of Financial Position
As at 30 June 2023
Note 30 June 30 June 31 December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
£ £ £
Assets
Non-current assets
Property, plant and equipment 7 3,395,543 2,931,097 3,493,998
Intangible assets 8 2,652,533 4,995,608 2,691,893
Investment in associates 9 - 3,972,524 100,945
Other financial assets 10 86,524 - -
Total non-current assets 6,134,600 11,899,229 6,286,836
Current assets
Trade and other receivables 150,199 233,091 227,223
Cash and cash equivalents 21,961 1,163,297 163,884
Total current assets 172,160 1,396,388 391,107
Total assets 6,306,760 13,295,617 6,677,943
Equity
Called up share capital 5 21,790,989 21,140,481 21,140,481
Share premium 5 45,816,001 45,516,081 45,516,081
Foreign currency translation reserve 54,121 (405,315) (93,993)
Share based payment reserve 78,049 491,641 73,469
Warrants exercised reserve 68,250 - -
Retained deficit (67,807,018) (58,265,194) (66,319,142)
Attributable to equity holders of the parent 392 8,477,694 316,896
Non-controlling interest 823,446 1,638,291 1,164,218
Total Equity 823,838 10,115,985 1,481,114
Liabilities
Non-current liabilities
Lease liability 12 292,826 287,721 346,674
Borrowings 11 1,808,607 - -
Other financial liabilities - - 243,056
Total non-current liabilities 2,101,433 287,721 589,730
Current liabilities
Borrowings 11 307,559 1,732,423 1,195,239
Lease liability 12 8,485 2,587 3,980
Other financial liabilities 11 - - 1,012,790
Trade and other payables 3,065,445 1,156,901 2,395,090
Total current liabilities 3,381,489 2,891,911 4,607,099
Total liabilities 5,482,922 3,179,632 5,196,829
Total equity and liabilities 6,306,760 13,295,617 6,677,943
Unaudited Condensed Interim Consolidated Statement of Changes in Equity
Share Share Share based payment reserve Warrants exercised reserve Foreign currency translation reserve Retained deficit Non-controlling interest Total
Capital Premium
£ £ £ £ £ £ £ £
Balance at 1 January 2023 (unaudited) 21,140,481 45,516,081 73,469 - (93,993) (66,319,142) 1,164,218 1,481,114
Loss for the period - - - - - (1,487,876) (340,772) (1,828,648)
Other comprehensive income - exchange differences - - - - 148,114 - - 148,114
Warrants irrevocably exercised and unpaid - - - 68,250 - - - 68,250
Warrants exercised - - (7,995) - - - - (7,995)
Warrants repriced - - (45,850) - - - - (45,850)
Issue of share warrants - - 58,425 - - - - 58,425
Issue of share capital 650,508 299,920 - - - - - 950,428
Balance as at 30 June 2023 (unaudited) 21,790,989 45,816,001 78,049 68,250 54,121 (67,807,018) 823,446 823,838
Balance at 1 January 2022 (unaudited) 21,042,444 45,429,328 466,868 - (466,184) (56,627,389) 1,962,816 11,807,883
Loss for the period - - - - - (1,637,805) (324,525) (1,962,330)
Other comprehensive income - exchange differences - - - - 60,869 - - 60,869
Issue of share warrants - - 24,773 - - - - 24,773
Shares issued 98,037 86,753 - - - - - 184,790
Balance as at 30 June 2022 (unaudited) 21,140,481 45,516,081 491,641 - (405,315) (58,265,194) 1,638,291 10,115,985
Balance as at 1 January 2022 (audited) 21,042,444 45,429,328 466,868 - (466,184) (56,627,389) 1,962,816 11,807,883
Loss for the year - - - - - (9,776,917) (1,131,607) (10,908,524)
Other comprehensive income- exchange differences - - - - 372,191 - - 372,191
Change in shareholding without loss of control - - - - - (333,009) 333,009 -
Shares issued 98,037 86,753 - - - - - 184,790
Warrants issued by Kibo Energy PLC during the year - - 24,774 - - - - 24,774
Warrants issued by Kibo Energy PLC which expired during the year - - (418,173) - - 418,173 - -
Balance as at 31 December 2022 (audited) 21,140,481 45,516,081 73,469 - (93,993) (66,319,142) 1,164,218 1,481,114
Notes 5 5
Unaudited Condensed Consolidated Interim Statement of Cash Flow
For the six months ended 30 June 2023
6 months to 6 months to 12 months to
30 June 30 June 31 December
2023 2022 2022
(Unaudited) (Unaudited) (Audited)
£ £ £
Loss for the period before taxation (1,828,648) (1,962,330) (10,908,524)
Adjusted for:
(Gain) / loss from equity accounting (7,164) 118,357 181,684
Amounts due settled other than in cash 628,326 - -
Costs incurred in loan reprofiling 146,609 - -
Depreciation on property, plant, and equipment 45,784 7,621 66,582
Directors' fees settled with credit loan notes - - 44,591
Expenses settled through share issue - 95,000 95,001
Fair value adjustments - Derivatives 86,557 (86,557)
Fair value adjustments - Other financial assets 4,066,752 - -
Impairment of intangible assets - - 3,229,155
Interest accrued 69,396 52,198 248,202
Profit on disposal of property, plant and equipment - - (7,264)
Reversal of impairment / (impairment) of associates (4,052,331) - 3,809,775
Warrants and options issued 58,425 24,773 24,774
Other non-cashflow items 83,421 - 132
Operating income before working capital changes (702,873) (1,664,381) (3,302,449)
Decrease in trade and other receivables 77,024 22,656 28,524
Increase in trade and other payables 670,355 40,630 678,817
Net cash outflows from operating activities 44,506 (1,601,095) (2,595,108)
Cash flows from financing activities
Proceeds from borrowings - 960,000 2,322,824
Repayment of borrowings (100,000) (316,173) (44,917)
Proceeds from issue of share capital net of costs 85,800 - -
Repayment of lease liabilities (24,115) (1,210) (27,000)
Net cash proceeds from financing activities (38,315) 642,617 2,250,907
Cash flows from investing activities
Cash advanced to Joint Venture - - 20,955
Deferred payment settlement - - (555,535)
Property, plant, and equipment acquired (excluding right of use assets) - (38,960) (1,020,747)
Intangible assets acquired - - (342,038)
Net cash used in investing activities - (38,960) (1,897,365)
Net movement in cash and cash equivalents 6,191 (997,438) (2,241,566)
Cash and cash equivalents at beginning of period 163,884 2,082,906 2,082,906
Exchange movements (148,114) 77,829 322,544
Cash and cash equivalents at end of period 21,961 1,163,297 163,884
Notes to the unaudited condensed consolidated interim financial statements
For the six months ended 30 June 2023
1. General information
Kibo Energy PLC is a public company incorporated in Ireland. The condensed
consolidated interim financial results consolidate those of the Company and
its subsidiaries (together referred to as the "Group"). The Company's shares
are listed on the AIM Market ("AIM") of the London Stock Exchange and the
Alternative Exchange ("AltX") of the Johannesburg Stock Exchange ("JSE")
Limited. The principal activities of the Company and its subsidiaries are
related to the development of renewable energy projects in Southern Africa and
the United Kingdom.
2. Statement of Compliance and Basis of Preparation
The unaudited condensed consolidated interim financial results are for the six
months ended 30 June 2023, and have been prepared using the same accounting
policies as those applied by the Group in its December 2022 consolidated
annual financial statements, which are in accordance with the framework
concepts and the recognition and measurement criteria of the International
Financial Reporting Standards and Financial Reporting Pronouncements as issued
by the Financial Reporting Standards Council issued by the International
Accounting Standards Board ("IASB"), including the SAICA Financial Reporting
Guides as issued by the Accounting Practices Committee, IAS 34 - Interim
Financial Reporting, the Listings Requirements of the JSE Limited, the AIM
rules of the London Stock Exchange and the Irish Companies Act 2014.
These condensed consolidated interim financial statements do not include all
the notes presented in a complete set of consolidated annual financial
statements, as only selected explanatory notes are included to explain key
events and transactions that are significant to obtaining an understanding of
the changes throughout the financial period, accordingly the report must be
read in conjunction with the annual report for the year ended 31 December
2022.
The comparative amounts in the consolidated financial results include extracts
from the consolidated annual financial statements for the period ended 31
December 2022.
These condensed consolidated interim financial statements have been prepared
on the going concern basis which contemplates the continuity of normal
business activities and the realisation of assets and the settlement of
liabilities in the normal course of business. In performing the going concern
assessment, the Board considered various factors, including the availability
of cash and cash equivalents; data relating to working capital requirements
for the foreseeable future; cash-flows from operational commencement,
available information about the future, the possible outcomes of planned
events, changes in future conditions, the current global economic environment
and the responses to such events and conditions that would be available to the
Board. Refer to note 19 for the board's assessment in this regard.
These extracts do not constitute statutory accounts in accordance with the
Irish Companies Acts 2014. All monetary information is presented in the
presentation currency of the Company being Pound Sterling. The Group's
principal accounting policies and assumptions have been applied consistently
over the current and prior comparative financial period.
3. Use of estimates and judgements
Preparing the condensed consolidated interim financial statements requires
management to make judgements, estimates and assumptions that affect the
application of accounting policies and the reported amounts of assets and
liabilities, income and expenses. Actual results may differ from these
estimates.
In preparing these condensed consolidated interim financial statements,
significant judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the same as those
applied to the consolidated financial statements as at and for the year ended
31 December 2022.
4. Loss per share
Basic, dilutive and headline loss per share for the six months ended 30 June
2023 are as follows:
6 months to 6 months to 12 months to
30 June 30 June 31 December
2023 2022 2022
£ £ £
Loss for the year attributable to equity holders of the parent (1,487,876) (1,637,805) (9,776,917)
Weighted average number of ordinary shares for the purposes of basic and 3,568,946,718 2,956,206,435 3,010,992,501
dilutive loss per share
Basic loss per share (0.0004) (0.0006) (0.003)
Dilutive loss per share (0.0004) (0.0006) (0.003)
6 months to 6 months to 12 months to
Reconciliation of Headline loss per share 30 June 30 June 31 December
2023 2022 2022
£ £ £
Loss for the year attributable to equity holders of the parent (1,487,876) (1,637,805) (9,776,917)
Adjusted for:
Profit on sale of property, plant and equipment - - (7,264)
Impairment of goodwill - -
Impairment of intangible assets - - 3,229,155
(Reversal of Impairment) / Impairment of associates (4,052,331) - 3,809,774
Headline loss per share (5,540,207) (1,637,805) (2,745,252)
Weighted average number of ordinary shares for the purposes of headline loss 3,568,946,718 2,956,206,435 3,010,992,501
per share
Headline loss per share (0.0016) (0.0006) (0.0009)
Headline earnings per share (HEPS) is calculated using the weighted average
number of ordinary shares in issue during the period and is based on the
earnings attributable to ordinary shareholders, after excluding those items as
required by Circular 1/2022 issued by the South African Institute of Chartered
Accountants (SAICA).
5. Called up share capital and share premium
Authorised ordinary share capital of the company is 10,000,000,000 ordinary
shares of €0.0001 each.
Authorised deferred shares of the company are 1,000,000,000 of €0.014,
3,000,000,000 of €0.009 and 5,000,000,000 of €0.0009 respectively.
The authorised share capital, reduction in nominal value of the ordinary
shares and authorised deferred shares noted above were approved by
shareholders at an EGM of the Company held on 2 June 2023.
Detail of issued capital is as follows:
Number of Ordinary Share Capital Deferred Share Called Up Share Share Premium
Shares Capital Capital
£ £ £ £
Balance at 1 January 2022 2,930,657,437 1,836,562 19,205,882 21,042,444 45,429,328
Shares issued in period 108,540,021 98,037 - 98,037 86,753
Balance at 30 June 2022 3,039,197,458 1,934,599 19,205,882 21,140,481 45,516,081
Shares issued in period - - - - -
Balance at 31 December 2022 3,039,197,458 1,934,599 19,205,882 21,140,481 45,516,081
Shares issued in period 740,669,225 650,508 - 650,508 299,920
Capital reorganisation - (2,326,595) 2,326,595 - -
Balance at 30 June 2023 3,779,866,683 258,512 21,532,477 21,790,989 45,816,001
The company issued the following ordinary shares during the period, with
regard to key transactions:
- 14,025,314 new Kibo Shares were issued on 25 January 2023 of
€0.001 each at a deemed issue price of £0.0014 per share to settle amounts
due;
- 510,369,286 new Kibo Shares were issued on 11 April 2023 of €0.001
each at a deemed issue price of £0.0014 in partial settlement of convertible
loan notes;
- 168,274,625 new Kibo Shares were issued on 26 April 2023 of €0.001
each at a deemed issue price of £0.001 for warrants exercised by warrant
holders;
- 48,000,000 new Kibo Shares were issued on 26 April 2023 of €0.001
each at a deemed issue price of £0.001 for warrants exercised by warrant
holders;
- On 26 April 2023 Kibo underwent a capital reorganisation where all
shares in issue were divided into 1 ordinary share of €0.0001 and 1 deferred
share of €0.0009. In total 3,779,866,683 ordinary and deferred shares were
issued.
On 26 April 2023 Kibo received notice of warrants irrevocably exercised. The
payments for these exercised warrants are still due and shares have not been
issued. Kibo has disclosed these exercised warrants separately from its
unexercised warrants in a Warrants Exercised Reserve:
- 42,000,000 warrants exercised on 26 April 2023 at a deemed issue
price of £0.001 per warrant;
- 26,250,000 warrants exercised on 26 April 2023 at a deemed issue
price of £0.001 per warrant.
No other share transactions took place during the period.
6. Segment analysis
IFRS 8 requires an entity to report financial and descriptive information
about its reportable segments, which are operating segments or aggregations of
operating segments that meet specific criteria. Operating segments are
components of an entity about which separate financial information is
available that is evaluated regularly by the chief operating decision-maker.
The Chief Executive Officer is the chief operating decision maker of the
Group.
Management currently identifies individual projects as operating segments.
These operating segments are monitored, and strategic decisions are made based
upon their individual nature, together with other non-financial data collated
from project and exploration activities. Principal activities for these
operating segments are as follows:
30 June 2023
Bordersley Power Pyebridge Power Rochdale Power Sustinery Energy Corporate Group 30 June 2023
Group
£ £ £ £ £ £
Revenue - 198,438 - - - 198,438
Cost of sales - (125,008) - - - (125,008)
Administrative and other costs (4,828) (20,280) (4,968) (12,795) (1,276,088) (1,318,959)
Fair value adjustments - - - - (4,153,309) (4,153,309)
Finance cost (24,231) - - - (45,165) (69,396)
Gain from equity accounted investment - - - - 7,164 7,164
Investment and other income 1,117 126,933 - 3 17,499 145,552
Listing and capital raising fees - - - - (297,114) (297,114)
Project expenditure (18,257) (161,752) (14,926) - (73,412) (268,347)
Reversal of impairment / (impairments) of non-current assets - - - - 4,052,331 4,052,331
(Loss) / profit after tax (46,199) 18,331 (19,894) (12,792) (1,768,094) (1,828,648)
30 June 2022
Mbeya Coal PP Bordersley Power PyeBridge Power Rochdale Power Sustinery Energy Corporate Group 30 June 2022
Group
£ £ £ £ £ £ £
Revenue - - 305,384 - - - 305,384
Cost of sales - - (260,329) - - - (260,329)
Administrative and other costs (590) (16,143) (20,151) (3,420) (220) (1,354,562) (1,395,086)
Loss from equity accounted investment - - - - - (118,357) (118,357)
Project expenditure (25,908) (166,518) (82,736) (39,284) (50,985) (50,190) (415,621)
Finance cost - - - - - (86,914) (86,914)
Investment and other income 5,686 - - - 141 2,766 8,593
Loss after tax (20,812) (182,661) (57,832) (42,704) (51,064) (1,607,257) (1,962,330)
30 June 2023
Bordersley Power Pyebridge Power Rochdale Power Sustinery Energy Corporate Group 30 June 2023 (£) Group
£ £ £ £ £ £
Segment assets 286,958 2,050,929 92,808 253,821 3,622,244 6,306,760
Segment liabilities (258,806) (145,668) (25,731) (46,615) (5,006,102) (5,482,922)
30 June 2022
Mbeya Coal PP Bordersley Power PyeBridge Power Rochdale Power Sustinery Energy Corporate Group 30 June 2022 (£) Group
£ £ £ £ £ £ £
Segment assets 8,388 413,424 2,641,183 10,079 305,071 9,917,472 13,295,617
Segment liabilities (21,650) (320,559) (103,103) (26,682) (33,493) (2,674,145) (3,179,632)
7. Property, plant and equipment
Land Right of Use Asset Furniture and Fittings Motor Vehicles Office Equipment Computer Equipment Other Equipment Total
£ £ £ £ £ £ £ £
Opening balance of Cost at 1 January 2023 602,500 355,883 - 16,323 1,559 8,228 2,610,849 3,595,342
Modification to lease - (52,664) - - - - - (52,664)
Forex movement - - - 1,121 1,193 (3,462) (5,756) (6,904)
Closing balance of Cost at 30 June 2023 602,500 303,219 - 17,444 2,752 4,766 2,605,093 3,535,774
Opening balance of Accumulated Depreciation at 1 January 2023 - (22,358) - (16,323) (1,024) (2,266) (59,373) (101,344)
Depreciation - (5,173) - - - (794) (39,817) (45,784)
Forex movement - - - (1,121) (238) 1,515 6,741 6,897
Closing balance of Accumulated Depreciation at 30 June 2023 - (27,531) - (17,444) (1,262) (1,545) (92,449) (140,231)
Carrying value at 30 June 2023 602,500 275,688 - - 1,490 3,221 2,512,644 3,395,543
Opening balance of Cost at 1 January 2022 602,500 293,793 2,465 16,323 4,942 5,390 2,020,112 2,945,525
Additions - - - - - - 36,012 36,012
Forex movement - - 268 1,779 452 3,325 923 6,747
Closing balance of Cost at 30 June 2022 602,500 293,793 2,733 18,102 5,394 8,715 2,057,047 2,988,284
Opening balance of Accumulated Depreciation at 1 January 2022 - (9,793) (2,465) (16,322) (4,409) (4,074) (8,703) (45,766)
Depreciation - (7,042) - - (498) (81) - (7,621)
Forex movement - - (268) (1,779) 61 (865) (949) (3,800)
Closing balance of Accumulated Depreciation at 30 June 2022 - (16,835) (2,733) (18,101) (4,846) (5,020) (9,652) (57,187)
Carrying value at 30 June 2022 602,500 276,958 - 1 548 3,695 2,047,395 2,931,097
Opening balance of Cost at 1 January 2022 602,500 293,793 2,465 16,323 4,942 5,390 2,020,112 2,945,525
Additions - 62,090 - - - 6,031 75,061 143,182
Assets under development - - - - - - 939,664 939,664
Derecognition as a result of waiver - - - - - - (421,041) (421,041)
Disposals - - (2,465) - (3,383) (3,193) (5,642) (14,683)
Forex movement - - - - - - 2,695 2,695
Closing balance of Cost at 31 December 2022 602,500 355,883 - 16,323 1,559 8,228 2,610,849 3,595,342
Opening balance of Accumulated Depreciation at 1 January 2022 - (9,793) (2,465) (16,323) (4,407) (4,074) (8,704) (45,766)
Depreciation - (12,565) - - - (1,385) (52,632) (66,582)
Disposals - - 2,465 - 3,383 3,193 1,974 11,015
Forex movement - - - - - - (11) (11)
Closing balance of Accumulated Depreciation at 31 December 2022 - (22,358) - (16,323) (1,024) (2,266) (59,373) (101,344)
Carrying value at 31 December 2022 602,500 333,525 - - 535 5,962 2,551,476 3,493,998
8. Intangible assets
Composition of Intangible assets 30 June 30 June 31 December
2023 2022 2022
£ £ £
Carrying value at 1 January 2023 2,691,893 4,964,550 4,964,550
Foreign currency gain (39,360) 31,058 14,460
Acquisitions - - 942,038
Impairments - - (3,229,155)
Carrying value 2,652,533 4,995,608 2,691,893
Carrying value of intangible asset
Mbeya Coal to Power Project - 1,947,500 -
ADV001 Hindlip Lane 247,506 - 247,506
ARL018 Stather Road 91,482 - 91,482
Bordesley Power 1,306,422 2,595,000 1,306,422
Rochdale Power 150,273 150,273 150,273
Shankley Biogas 603,050 - 603,050
Sustineri Energy 253,800 302,835 293,160
2,652,533 4,995,608 2,691,893
Intangible assets are not amortised, due to the indefinite useful life, which
is attached to the underlying prospecting rights, until such time that active
mining operations commence, which will result in the intangible asset being
amortised over the useful life of the relevant mining licences.
Intangible assets with an indefinite useful life are assessed for impairment
on an annual basis, against the prospective fair value of the intangible
asset. The valuation of intangible assets with an indefinite useful life is
reassessed on an annual basis through valuation techniques applicable to the
nature of the intangible assets.
As at reporting period end, taking into account the various applicable
aspects, the Group concluded that none of the impairment indicators had been
met in relation to the ADV001, ARL018, Bordersley Power Project, Rochdale
Power, Shankley Biogas or Sustineri Energy.
9. Investment in associates
30 June 30 June 31 December
2023 2022 2022
£ £ £
Mabesekwa Coal Independent Power Plant - 3,563,639 -
Katoro Gold plc 100,945 528,764 528,764
Reversal of impairment / (impairment) of Katoro Gold 4,052,331 - (246,135)
Derecognition of investment in associate (4,153,276) - -
Share of loss for the period - (118,357) (181,684)
Foreign exchange loss - (1,522) -
- 3,972,524 100,945
During the period Katoro Gold plc issued shares that diluted Kibo's
shareholding to below the threshold of an associate and the associate was
derecognised and a financial asset at fair value through profit and loss
recognised (refer to note 10).
10. Other financial assets
30 June 2023 30 June 2022 31 December 2022
£ £ £
Other financial assets consist of:
Financial assets recognised at fair value through profit or loss
Katoro Gold plc 86,524 - -
Carrying value at reporting period end 86,524 - -
Reconciliation of Other Financial Assets
Financial assets recognised at fair value through profit or loss
Additions during the period 4,153,276 - -
Fair value adjustments (4,066,752) - -
86,524 - -
The investments in other financial assets relate to investments in listed
entities which do not meet the requirements of recognition criteria for
subsidiaries, associates or joint arrangements and are held at fair value
through profit or loss.
11. Borrowings and other financial liabilities
30 June 2023 30 June 2022 31 December 2022
£ £ £
Amounts due within one year
Borrowings 307,559 1,732,423 1,195,239
Other financial liabilities - Convertible loan notes 1,012,790
Amounts due between one year and five years
Borrowings 1,808,607 - -
Other financial liabilities - Convertible loan notes - - 243,056
2,116,166 1,732,423 2,451,085
Borrowings and other financial liabilities consist of:
Apex Capital - 661,911 -
Directors Convertible Loan Notes - - 657,985
Sanderson Capital 625,750 - 298,930
Institutional investor 1,490,416 1,070,512 1,494,170
2,116,166 1,732,423 2,451,085
The borrowings relate to the following loan facilities:
Institutional Investor
The Institutional Investor borrowing is a bridge loan facility agreement for
up to £3m with a term of up to 36 months. Funds advanced under the facility
will attract a fixed coupon interest rate of 9.5% and will be repayable with
accrued interest in 2024. The balance of this facility is £1,120,540.
A further facility was entered into between the Investor and Kibo's subsidiary
Mast Energy Developments plc in the amount of £369,876 with a fixed coupon
interest rate of 9.5% and will be repayable with accrued interest in 2024.
These loans were reprofiled during the period.
Sanderson Capital Partners Limited
Short term loans relate to the unsecured interest free loan facility from
Sanderson Capital in the amount of £193,620 and a facility between the
investor and Kibo's subsidiary Mast Energy Developments plc in the amount of
£432,130 with a fixed coupon interest rate of 9.5% and will be repayable with
accrued interest in November 2024.
These loans were reprofiled during the period.
12. Right of use asset and Lease liability
The Group has two lease contracts for land which it shall utilise to construct
gas-fuelled power generation plants. The land is located at Bordesley,
Liverpool Street, Birmingham and Stather Road Flixborough.
The lease of the land at Bordesley has a lease term of 20 years, with an
option to extend for 10 years which the Group has opted to include due to the
highly likely nature of extension as at the time of the original assessment.
The lease of the land at Stather Road has a lease term of 25 years where the
Group plans to construct a 2.4MW gas-fuelled power generation plant.
The Group's obligations under its leases are secured by the lessor's title to
the leased assets. The Group's incremental borrowing rate ranges between 8.44%
and 10.38%. Refer to note 7 for the right of use asset.
30 June 30 June 31 December 2022
2023
2022
Lease liability
£ £ £
Carrying amounts of lease liabilities:
Opening balance 350,654 291,518 291,518
Additions - - 60,005
Interest 27,436 12,290 26,131
Modifications (52,664) - -
Payments (24,115) (13,500) (27,000)
Closing balance 301,311 290,308 350,654
Split of lease liability between current and non-current portions:
Current 8,485 2,587 3,980
Non-current 292,826 287,721 346,674
Total 301,311 290,308 350,654
13. Financial instruments
30 June 30 June 31 December
2023 2022 2022
£ £ £
Financial assets - carrying amount
Financial assets held at amortised cost
Trade and other receivables 150,199 233,091 227,223
Cash and cash equivalents 21,961 1,163,297 163,884
172,160 1,396,388 391,107
Financial assets held at fair value through profit or loss
Other financial assets 86,524 - -
Financial assets 258,684 1,396,388 391,107
Financial liabilities - carrying amount
Financial liabilities held at amortised cost
Trade and other payables 2,997,170 1,156,901 2,374,704
Other financial liabilities - - 1,255,846
Borrowings 2,184,441 1,732,423 1,195,239
5,181,611 2,889,324 4,825,789
Financial liabilities held at fair value through profit or loss
Trade and other payables - derivative liabilities - - 20,386
Financial liabilities 5,181,611 2,889,324 4,846,175
The Board of Directors considers that the fair values of financial assets and
liabilities approximate their carrying values at each reporting date due to
the short-term nature thereof, and market related interest rate applied.
During the period other financial liabilities and borrowings were reprofiled.
This resulted in the derecognition of the derivative liability and the
resulting fair value loss of £86,557 being recognised.
14. Revenue
30 June 30 June 31 December
2023 2022 2022
£ £ £
Electricity sales 198,438 305,384 1,036,743
198,438 305,384 1,036,743
Revenue is comprised of electricity sales from renewable energy operations of
MAST Energy Developments plc in the United Kingdom.
15. Unaudited results
These condensed consolidated interim financial results have not been audited
or reviewed by the Group's auditors.
16. Dividends
No dividends were declared during the interim period.
17. Board of Directors
The following changes were made to the board of directors during the interim
period:
Ajay Saldanha - appointed effective from 11 January 2023 as independent
non-executive director.
Chris Schutte - retired effective from 2 May 2023.
There were no other changes to the board of directors during the interim
period, or any other committee's composition.
18. Post reporting period events
The following subsequent events have been noted:
· The group is currently in negotiations with an investor consortium to
conclude a Joint Venture Agreement ('JVA') which will allow an injection of
all required investment capital into the Joint Venture ('JV'), with an initial
expected total investment value of c. £5.9m, with no funding contribution
required from MED. The JVA also commits both parties , as set out in MED's
announcement dated 12 July 2023, to promptly finalise terms on a second joint
venture which would increase the envisaged total investment value to c. £31m,
with a total portfolio of low-carbon flexible gas generation peaker plants
with a total combined generation output of up to c. 33 MW, to be developed
and/or acquired, constructed and in production and income generating under the
two joint ventures ('Secondary JVA').
· On 22 September 2023 413,500,000 warrants expired without being
exercised at their respective re-priced strike prices of £0.001 per warrant
for 287,500,000 warrants and £0.001 per warrant for 126,000,000 warrants. The
terms and conditions of the applicable warrant instruments notes that the
expiry date for the warrants is extended by one month should it fall during a
Close Period for the Company. Consequently, and notwithstanding that the
expiry date for these warrants fell on 22 September 2023, they may continue to
be exercised by holders up to an including 23 October 2023.
19. Going concern
The Group generated revenue of £198,438 during the period (June 2022:
£305,384 and December 2022: £1,036,743) and had net assets of £823,838 as
at 30 June 2023 (30 June 2022: net assets of £10,115,985; 31 December 2022:
£1,481,114) including cash of £21,961 (June 2022: £1,163,297 and December
2022: £163,884) and current liabilities of £3,381,489 (June 2022: 2,891,911
and December 2022: 4,607,099).
In performing the going concern assessment, the Board considered various
factors, including the availability of cash and cash equivalents; data
relating to working capital requirements for the foreseeable future;
cash-flows from operational commencement, available information about the
future, the possible outcomes of planned events, changes in future conditions,
the current global economic situation due to the Ukraine conflict and the
responses to such events and conditions that would be available to the Board.
Furthermore, the group has incurred losses in the current financial period and
previous periods. These losses coupled with the net current liability position
the Group finds itself in as at June 2023, indicate that a material
uncertainty exists which may cast significant doubt on the Group's ability to
continue as a going concern.
This is largely attributable to the short-term liquidity position the Group
finds itself in as a result of the significant capital required to develop
projects that exceeds cash contributed to the group by the capital
contributors.
The Directors have evaluated the Groups liquidity requirements to confirm
whether the Group has adequate cash resources to continue as a going concern
for the foreseeable future, taking into account the net current liability
position, and consequently prepared a cash flow forecast covering a period of
12 months from the date of these interim financial statements, concluding that
the Group would be able to continue its operations as a going concern.
In response to the net current liability position, to address future cash flow
requirements, detailed liquidity improvement initiatives have been identified
and are being pursued, with their implementation regularly monitored in order
to ensure the Group is able to alleviate the liquidity constraints in the
foreseeable future. Therefore, the ability of the Group to continue as a going
concern is dependent on the successful implementation or conclusion of the
below noted matters in order to address the liquidity risk the Group faces on
an ongoing basis:
· Successful conclusion of funding initiatives of the Group in order to
continue development of the underlying projects of the Group; and
· Successful completion of a joint venture agreement between MED and an
institutional investor to a total value of £31m for which a Heads of Terms
has already been agreed, as previously discussed above.
As the Board is confident it would be able to successfully implement the above
matters, the interim financial statements have accordingly been prepared on
the going concern basis which contemplates the continuity of normal business
activities and the realisation of assets and the settlement of liabilities in
the normal course of business.
20. Commitments and contingencies
Other than the borrowings and other financial liabilities disclosed above,
there are no other material commitments, contingent assets or contingent
liabilities as at 30 June 2023 nor any of the comparative periods.
21. Seasonality of operations
The company's operations are not considered to be seasonal or cyclical. These
interim results were therefore not impacted by seasonality or cyclicality.
29 September 2023
**ENDS**
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:
Louis Coetzee info@kibo.energy (mailto:info@kibo.energy) Kibo Energy PLC Chief Executive Officer
Andreas Lianos +357 99 53 1107 River Group JSE Corporate and Designated Adviser
Claire Noyce +44 (0) 20 3764 2341 Hybridan LLP Joint Broker
Damon Heath +44 207 186 9952 Shard Capital Partners LLP Joint Broker
James Biddle +44 207 628 3396 Beaumont Cornish Nominated Adviser
Roland Cornish Limited
Zainab Slemang van Rijmenant zainab@lifacommunications.co.za (mailto:zainab@lifacommunications.comza) Lifa Communications Investor and Media Relations Consultant
Notes
Kibo Energy PLC is a renewable energy focused development company with its
primary focus to advance its business as a significant diversified energy
developer of sustainable power solutions that integrate existing and emerging
Renewable Generation technology, Waste-to-Energy technology and Energy Storage
technology in southern and eastern Africa, and the United Kingdom.
Additionally, the Company has a majority interest in MAST Energy Developments
Limited ('MED'), a private UK registered company targeting the development and
operation of flexible power plants to service the UK Reserve Power generation
market.
Johannesburg
29 September 2023
Corporate and Designated Adviser River Group
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