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Notice of Extraordinary General Meeting to Approve Increase in Company’s Share Capital
Kibo Energy PLC (Incorporated in Ireland)
(Registration Number: 451931)
(External registration number: 2011/007371/10)
Share code on the JSE Limited: KBO
Share code on the AIM: KIBO
ISIN: IE00B97C0C31
Dated: 31 July 2020
Kibo Energy PLC
Notice of Extraordinary General Meeting to Approve Increase in Company’s Share Capital
Kibo Energy PLC (‘Kibo’ or the ‘Company’), the multi-asset, Africa focused energy company, announces
that a shareholder circular (the ‘Circular’) containing details of a proposed increase in the Company’s
share capital including a Notice of Extraordinary General Meeting (‘EGM’) & Sample Proxy Form
(‘Notice of EGM’) is now available on the Company’s website: https://kibo.energy/wp-
content/uploads/Shareholder-Circular-Notice-of-EGM-24-August-2020.pdf
The EGM will be held at 11 a.m. on Monday 24 August 2020 at the Company’s registered office at 27
Pembroke Street Upper, Dublin 2, Ireland. Shareholders should note that the Board of the Company
has determined that the EGM will be a closed meeting in compliance with the Irish Government’s
current advice and rules on non-essential travel and limitations on public gatherings as a result of the
current COVID-19 pandemic. Shareholders can register their votes by appointing the Chairman of the
meeting (appointment of no other proxy is permissible) on the proxy form accompanying the Notice
of EGM. Shareholders are urged to read carefully the Important Notice Letter http://kibo.energy/wp-
content/uploads/8370-KIBO-EGM-Important-Notice-Aug-EGM.pdf accompanying the Circular as well
as the Circular itself for detailed information on the arrangement for the meeting and the options for
returning proxies.
The Circular will be dispatched by post today to those shareholders who have indicated a preference
to receive hard copies. The Circular contains information on the background to and reasons for the
proposed increase in authorised share capital and the actions to be taken by the shareholders of the
Company. Certain key sections of the Circular have been extracted and included below.
Background and Reasons for the Increase in Authorised Share Capital
On the 08 June 2020 the Company held an extraordinary general meeting (‘June EGM’). The special
resolutions tabled did not receive the mandatory 75% threshold of approval by shareholders voting
by proxy and, as the passing of all resolutions were interdependent, the proposed share capital
reorganisation and increase in authorised share capital were not approved.
Since the June EGM, the Company has had extensive discussions on alternative development
strategies, particularly in terms of securing funding which has become increasingly challenging
following the June EGM result and as a consequence of the on-going COVID-19 pandemic. Kibo has
now secured a £1 million funding facility (‘the Facility’), the details of which were announced on 25
June 2020 (available on the RNS section of the Company’s website at
https://kibo.energy/index.php/investor-relations/rns-sens-releases/).
As noted in the RNS/SENS of 25 June 2020, the Company has a requirement to increase its authorised
share capital in order to meet its fee and warrant issue obligations pursuant to the Facility and to fully
avail of the Facility. This EGM is therefore solely for the purpose of seeking shareholder approval to
increase the authorised share capital sufficiently to ensure the Company has enough Ordinary Share
headroom to meet these obligations and to provide the ability to consider, and if appropriate,
implement additional further funding options in the medium term.
Increase in authorised share capital
The authorised share capital of the Company will be adjusted to increase the Ordinary Share capital
from two billion Ordinary Shares to five billion Ordinary Shares to ensure sufficient authorised
Ordinary Share capital available to issue more Ordinary Shares when required.
Table 1 shows the share capital of the Company as at (1) the date of this document and (2) following
the EGM (assuming the Company issues no further shares between the date of this document and the
EGM and all Resolutions are carried).
TABLE 1 –SHARE CAPITAL – BEFORE AND AFTER INCREASE IN AUTHORISED SHARE CAPITAL
ORDINARY SHARES 2013 DEFERRED SHARES 2019 DEFFERRED SHARES
(of €0.001 each) (of €0.009 each) (of €0.014 each)
AUTHORISED ISSUED AUTHORISED ISSUED AUTHORISED ISSUED
At date of
this 2,000,000,000 1,294,490,188 3,000,000,000 1,291,394,535 1,000,000,000 805,053,798
document
Following
5,000,000,000 1,294.490,188 3,000,000,000 1,291,394,535 1,000,000,000 805,053,798
the EGM
Recommendation of the Board
The Directors consider that the proposed increase in Authorised Share Capital is in the best interests
of the Company and its shareholders. Accordingly, the Directors unanimously recommend that
shareholders vote in favour of the resolutions being proposed at the EGM, as they intend to do or
procure to be done in respect of their own and their connected persons’ beneficial holdings,
representing approximately 4.49% per cent. of the Ordinary Shares.
Resolutions
The following resolutions are being put before the meeting:
1. To increase share capital of the Company.
2. To amend the share capital clause of the Memorandum of Association following the increase in
authorised share capital.
3. To amend the share capital clause of the Articles of Association following the increase in
authorised share capital.
EXPECTED TIMETABLE OF PRINCIPAL EVENTS – AIM SHAREHOLDERS
Document posted to Shareholders Friday, 31 July 2020
Latest time and date for receipt of Forms of Proxy with Registrars 11h:00 on Saturday, 22 August 2020
by
Extraordinary General Meeting to be held at 17 Pembroke Street
Upper, Dublin 2 at 11h:00 on Monday, 24 August 2020
Results of Extraordinary General Meetings published on RNS on
Monday,24 August 2020
References to times and dates in in the table above are to times and dates in Dublin, Ireland unless
otherwise indicated
*EXPECTED TIMETABLE OF PRINCIPAL EVENTS – JSE (ALTX) SHAREHOLDERS
Record date for posting Friday, 24 July 2020
Document posted to Shareholders Friday, 31 July 2020
Last day to trade to be eligible to vote at the meeting Tuesday, 11 August 2020
Record date Friday, 14 August 2020
Latest time and date for receipt of Forms of Proxy with Transfer
Secretaries by 17h:00 on Friday, 21 August 2020
Extraordinary General Meeting to be held at 17 Pembroke Street
Upper, Dublin 2 on 12h00 on Monday, 24 August 2020
Results of Extraordinary General Meeting published on SENS on Monday, 24 August 2020
* All dates and times quoted in this table are local dates and times in South Africa. The above dates
and times are subject to change. Any changes will be released on SENS.
If any of the details contained in the timetable above should change, the revised times and dates will
be notified to shareholders by means of an announcement through a Regulatory Information Service.
All events listed in the above timetable following the EGM are conditional on the passing of the
resolutions contained in the Notice of EGM.
Capitalised terms not otherwise defined herein shall have the same meaning given to such terms in
the Circular.
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 or contact:
Louis Coetzee info@kibo.energy Kibo Energy PLC Chief Executive Officer
Andreas Lianos +27 (0) 83 4408365 River Group Corporate and Designated
Adviser on JSE
Philip Adler +44 (0) 20 7392 1494 ETX Capital Limited Joint Broker
Bhavesh Patel / +44 20 3440 6800 RFC Ambrian NOMAD on AIM
Stephen Allen Limited
Charlotte Page / +44 (0) 20 7236 1177 St Brides Partners Investor and Media
Beth Melluish Ltd Relations Adviser
Notes
Kibo Energy PLC is a multi-asset, Africa focused, energy company positioned to address the acute
power deficit, which is one of the primary impediments to economic development in Sub-Saharan
Africa. To this end, it is the Company's objective to become a leading independent power producer in
the region.
Kibo is simultaneously developing three similar coal-fuelled power projects: the Mbeya Coal to Power
Project ('MCPP') in Tanzania; the Mabesekwa Coal Independent Power Project ('MCIPP') in Botswana;
and the Benga Independent Power Project ('BIPP') in Mozambique. By developing these projects in
parallel, the Company intends to leverage considerable economies of scale and timing in respect of
strategic partnerships, procurement, equipment, human capital, execution capability / capacity and
project finance.
Additionally, the Company has a 60% 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
31 July 2020
Corporate and Designated Adviser
River Group
Date: 31-07-2020 12:00:00
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