REG - Kibo Energy PLC - Update to Placing Shares Issue of Equity & TVR

Kibo EnergyAnnouncement

05/08/2024 17:15

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RNS Number : 2500Z  Kibo Energy PLC  05 August 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: 5 August 2024

 

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

 

Update to Placing and Admission of the Placing Shares

Issue of Equity & TVR

 

Kibo Energy PLC (AIM: KIBO; AltX: KBO), the renewable energy-focused
development company, announces that following shareholder approval for an
increase in its authorized share capital at an EGM on 25 July 2024, it has
today made the following share allotments.

 

·    A total of 6,119,333,333 ordinary shares of €0.0001 have been
issued in respect of creditor conversions (the "Conversion Shares"). This
comprises £263,334 of creditors converted at a price of 0.0084p (being the
issue price of the equity raise announced on 27 June 2024) as noted in Company
announcements of 7, 20 and 27 June 2024 (the "Creditor Conversion") and an
additional £243,244 in respect  of total outstanding remuneration to Louis
Coetzee, a former director of the Company  (the " Ex- Director Conversion ")
who has agreed to convert his outstanding remuneration to Kibo shares at a
price per share of 0.0084 pence, which represents a discount of 30% to the
Closing Mid-Market price on 28(th) June 2024 of 0.012p, being the last day of
trading.

 

·    Further, the Conversion Shares include £7,446 to Cobus van der
Merwe, current Interim CEO and director of the Company in respect of
outstanding remuneration owed to him who has agreed to convert a portion of
his outstanding remuneration to Kibo shares at a price per share of 0.0084
pence, same as above. As part of the £263,334 of agreed creditor conversions
pre-dating his appointment to the Board Clive Roberts, an existing
Non-Executive Director, will be issued with 1,620,095,238 Ordinary Shares in
respect of a Convertible Loan Note owing of £136,088.

 

 

·    Further to the above, Louis Coetzee and Cobus van der Merwe are
related parties under the AIM Rules for Companies and therefore the settlement
in shares of their accrued salaries (the "Accrued Salary Settlement") is a
related party transaction under the AIM Rules for Companies. Accordingly, Noel
O'Keefe and Clive Roberts, the independent directors, having consulted with
the Company's nominated adviser, Beaumont Cornish Limited, consider the terms
of the Accrued Salary Settlement to be fair and reasonable insofar as
shareholders are concerned. In coming to his conclusion, the Independent
Directors have inter alia considered the necessary reduction in the Group's
level of indebtedness and the ongoing restructuring required to attract
external funding into the Company.

 

·    A total of 2,380,952,381 ordinary shares of €0.0001 each have been
issued in respect of the Tranche 2 of the Placing Shares subscribed for by
Peter Sion Williams as detailed in Company announcement of 27 June 2024. These
shares (the "Tranche 2 Placing Shares") have been issued at a price per share
of 0.0084 pence (same as above) for which the Company will receive Tranche 2
placing funds of £200,000. Accordingly, Peter Williams will now be interested
in 4,166,666,667 Ordinary Shares representing 28.32% of the Company's Enlarged
Issued Share Capital.

 

·    A total of 68,250,000 ordinary shares of €0.0001 at an exercise
price of 0.1 pence to a warrant holder and Significant Shareholder, Sanderson
Capital Partners Limited in respect of an irrevocable warrant exercise notice
received in April 2023, and for which warrant exercise payment has recently
been settled following completion of the Creditor Conversion. The deferral of
the issue of these shares (the "Deferred Warrant Shares"), pending receipt of
warrant exercise payment, was noted in Kibo's RNS announcements of 4 and 26
May 2023.

 

The total of the Conversion Shares, the Tranche 2 Placing Shares, and the
Deferred Warrant Shares (together the "Allotment Shares") amount to a total of
8,568,535,714 new ordinary Kibo shares of €0.0001 being issued at this time.
Furthermore, Louis Coetzee will now be interested in 3,118,960,332 Ordinary
Shares representing 21.2 % of the Company's Enlarged Issued Share Capital.

 

Additionally, and associated with Creditor Conversions, the Company has also
awarded 1,684,583,333 Kibo warrants to certain creditors who participated in
the Creditor Conversion as part of specific creditor agreements. One of these
creditors, Clive Roberts, a director of the Company, has received
1,620,095,238 new Kibo shares and 1,620,095,238 warrants under the
arrangement. The warrants permit the holder to subscribe for one Kibo ordinary
share at an exercise price of 0.0084 pence, being a discount of circa 30% to
the last traded mid-closing of 0.012p, and an exercise period of 36 months
from the date of issue.

 

Total Voting Rights:

The Company will make application to the London Stock Exchange for admission
of the Allotment Shares, which will rank pari passu with all existing ordinary
shares, and to trading on AIM and it is expected that admission will become
effective following the resumption of trading in the Company's Ordinary Shares
on AIM following publication of the 2023 Accounts. Following the issue of the
Allotment Shares, the Company's total issued share capital will consist of
14,715,197,764 ordinary shares of EUR0.0001 each. This figure may then be used
by shareholders in the Company as the denominator for the calculations by
which they will determine if they are required to notify their interest in, or
a change in their interest in, the share capital of the Company pursuant to
the FCA's Disclosure Guidance and Transparency Rules.

 

In accordance with the Market Abuse Regulation (EU 596/2014) ("MAR"), Corbus
van der Merwe and Clive Roberts of who are designated as Persons Discharging
Managerial Responsibility (PDMRs) have received consent from the Company in
respect of  Company shares and warrants being issued to them as detailed in
this announcement and details will be submitted on the prescribed FCA form
on-line.

 

 

                                            Before Issue of Allotment Shares                                                                                                               After Issue of Allotment Shares
 Director Name                              Number of Kibo shares held  Number of Kibo Options and Warrants held  Shares held as % of current issued share capital (6,146,662,050 shares)  Number of Kibo shares held  Number of Kibo Options and Warrants held  Shares held as % of enlarged issued share capital (14,715,197,764) shares)
 Cobus van der Merwe & Related Parties      0                           Options: None                             0%                                                                       88,642,857                  Options: None                             0.60%

                                                                        Warrants: None                                                                                                                                 Warrants: None
 Noel O'Keeffe & Related Parties            57,234,904                  Options: None                             0.93%                                                                    57,234,904                  Options: None                             0.39%

                                                                        Warrants: 39,816,997                                                                                                                           Warrants: 39,816,997
 Clive Roberts & Related Parties            185,638,590                 Options: None                             3.02%                                                                    1,805,733,828               Options: None                             12.27%

                                                                        Warrants: 78,000,000                                                                                                                           Warrants: 1,698,095,238

 

Table 1: Kibo Director & Related Parties' holdings before and after
Tranche 2 Placing Shares issue

 

 

 

 

 

 

                                             Before Issue of Allotment Shares                                                                                                               After Issue of Allotment Shares
 Director Name                               Number of Kibo shares held  Number of Kibo Options and Warrants held  Shares held as % of current issued share capital (6,146,662,050 shares)  Number of Kibo shares held  Number of Kibo Options and Warrants held  Shares held as % of enlarged issued share capital (14,715,197,764) shares)
 Peter Williams & Related Parties            1,785,714,286               Options: None                             29.05%                                                                   4,166,666,667               Options: None                             28.32%

                                                                         Warrants: None                                                                                                                                 Warrants: None
 Louis Coetzee & Related Parties             223.198,427                 Options: None                             3.63%                                                                    3,118,960,332               Options: None                             21.20%

                                                                         Warrants: 39,816,997                                                                                                                           Warrants: 39,816,997
 Mzuri Exploration Services Limited          n/a                         Options: None                             <3%                                                                      523,154,762                 Options: None                             3.56%

                                                                         Warrants: None                                                                                                                                 Warrants: None
 Sanderson Capital Partners Limited          388,606,136                 Options: None                             6.32%                                                                    521,344,231                 Options: None                             3.54%

                                                                         Warrants: 68,250,000                                                                                                                           Warrants: 132,738,095
 RiverFort Global Opportunities PCC Limited  477,750,000                 Options: None                             7.77%                                                                    477,750,000                 Options: None                             3.25%

                                                                         Warrants: 1,430,574,908                                                                                                                        Warrants: 1,430,574,908

 

Table 2: Significant Shareholders holdings before and after Tranche 2 Placing
Shares issue

 

 

**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                        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

5 August 2024

Corporate and Designated Adviser

River Group

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