Wrap Text
Warrant Exercise and Loan Note Conversion
Issue of Equity
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: 7am; 26 April 2023
Kibo Energy PLC ('Kibo' or the 'Company')
Kibo Warrant Exercise and Loan Note Conversion
Issue of Equity and TVR
Kibo Energy PLC (AIM: KIBO; AltX: KBO), the renewable energy-focused development company,
announces that further to its RNS/SENS announcement of 11 April 2023, it has received warrant
exercise notices and loan conversion notices for which new Kibo shares will be issued as follows:
Kibo Warrant Exercise
The Company has received warrant notices to exercise 284,524,625 Kibo warrants for which
284,524,625 ordinary Kibo shares of €0.001 at a price of £0.001 (0.1p) will be issued (the “Warrant
Shares”). The Warrant Shares include 168,274,625 shares to be issued to the Institutional Investor.
Accordingly, the Institutional Investor being RiverFort Global Opportunities PCC Ltd will have a
holding of 168,274,625 shares representing a 4.37% interest in the Company. From the total Warrant
proceeds of £284,524.63, £68,274.63 is being retained by the Institutional Investor from its warrant
exercise as a reduction against the Outstanding Amount on the term loan facility (the “Facility”) under
the terms of the agreed reprofiling terms of the Facility.
Issue of the Warrant Shares satisfies conditions precedent 2 and 3 for the reprofiling of the Facility
under the reprofiling agreement.
Kibo Convertible Loan Note Conversion
Accordingly and further to the announcement of 11 April, Conversion notices have now been
received by the noteholders on Kibo’s 7% Convertible Loan Note Instrument dated 7 January 2022
(the 'Loan Notes'), to convert all principal amounts and accrued interest to ordinary Kibo shares of
€0.001 par value. The total amount outstanding, including accrued interest on the Loan Notes, is
£714,517 which has been converted at a deemed price of 0.14p, resulting in the issue of 510,369,286
new Kibo shares to the noteholders (the "Conversion Shares"). The noteholders include certain
directors and senior management of the Company as further detailed below.
Issue of the Conversion Shares satisfied condition precedent 1 for the reprofiling of the Facility under
the reprofiling agreement.
The total amount of new Kibo shares (Warrant Shares and Conversion Shares) issued is 794,893,911
(the “New Shares”).
Kibo New Warrant Issue
The Company has also awarded 1,262,300,283 warrants to the Institutional Investor (Institutional
Investor Warrants) under the agreed reprofiling terms of the Facility. This is calculated as being 100%
of the Reprofiled Amount as defined in the 11 April announcement divided by the Reference Price
of €0.001 and these warrants are exercisable half at a price of €0.001 per Share and half at a price of
€0.002 per Share. Following the Kibo Warrant Exercise and the Kibo New Warrant Issue there will
be 2,105,800,283 warrants outstanding in the Company (issued and unexpired).
Reprofiling of Facility becomes Effective.
As conditions precedent 1 to 3 for the reprofiling of the Facility under the reprofiling agreement have
now been met, the debt reprofiling is now effective.
Director, Management & Significant Shareholder holdings
Table 1 shows the number of shares and warrants held by Kibo directors and management after the
Loan Note Conversion
Table 1
Before Loan Notes Conversion After Loan Notes Conversion
Shares held as %
Shares held
Number of shares of Kibo issued
as % of
Number of acquired as result Number share capital after
Number of current Number of
Position Kibo of conversion of of Kibo Warrant
Name Kibo issued share Kibo shares
warrants 7% Convertible warrants Exercises & Loan
shares held capital held
held Loan Note held Note Conversions
(3,053,222,77
Instruments held (3,848,116,683
2 shares)
shares)
Louis Coetzee & Exec. Director 19,505,996 None 0.64% 199,875,715 219,381,711 None 5.70%
Related Parties
Chris Schutte & Exec. Director None None n/a None n/a None n/a
Related Parties
Noel O’Keeffe & Non-Exec
Director 7,037,047 None 0.23% 50,197,857 57,234,904 None 1.48%
Related Parties
Non-Exec
Ajay Saldanha & Director None None n/a None n/a None n/a
Related Parties
Louis Scheepers
10,234,404 None 0.34% 113,637,857 123,872,261 None 3.22%
& Related Parties COO
Cobus van der
Merwe & Related CFO None None n/a None n/a None n/a
Parties
Total 36,777,447 n/a 1.21% 363,711,429 400,488,876 n/a 10.4%
In accordance with the Market Abuse Regulation (EU 596/2014) (“MAR”), Directors and Managers
of the Company designated as Persons Discharging Managerial Responsibility (PDMRs) have
received consent from the Company for their Loan Note Conversions and details will be submitted
on the prescribed FCA form on-line.
Sanderson Capital Partners, a Significant Shareholder in the Company and one of the warrant holders
exercising warrants, received 68,250,000 Warrant Shares. Consequently, the number of shares it
holds in Kibo will increase from 388,606,136 to 456,856,136 Kibo shares and its percentage holding
will fall from 12.73% to 11.87% after the issue of the New Shares.
Total Voting Rights
Application will be made for the New Shares to be admitted to trading on AIM and the JSE AltX
markets. Trading in the Warrant Shares is expected to commence on AIM and the JSE on or around 5
May 2023 ('Admission'). Following Admission, the Company will have 3,848,116,683 shares in issue
being the aggregate of the current number of Kibo shares in issue of 3,053,222,772 and the New
Shares in the amount of 794,893,911.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.
**ENDS**
This announcement contains inside information as stipulated under the Market Abuse Regulations
(EU) no. 596/2014 and is announced in accordance with the Company’s obligations under Article
17 of the specified Regulation.
For further information please visit www.kibo.energy or contact:
Louis Coetzee 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
Damon Heath +44 207 186 9952 Shard Capital Partners LLP Joint Broker
Zainab Slemang van Rijmenant zainab@lifacommunications.com Lifa Communications Investor and Media
Relations Consultant
Johannesburg
26 April 2023
Corporate and Designated Adviser
River Group
Date: 26-04-2023 08:00:00
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