Wrap Text
Corporate Restructuring and Repositioning
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: 7 June 2024
Kibo Energy PLC ('Kibo' or the 'Company')
Kibo Energy PLC – Corporate Restructuring and Repositioning
Kibo Energy PLC (AIM: KIBO; AltX: KBO), the clean / renewable energy-focused development
company, is pleased to announce a corporate restructuring plan, including proposed board changes, a
divestment programme, placing and restructuring of the Company's balance sheet.
Highlights:
* Partly conditional fundraise with gross proceeds of £500,000 raised at a placing price of 0.015p
* Mohammed Ashraf proposed to join Kibo as Executive Director and Chief Executive Officer
* James Parsons proposed to join Kibo as Non-Executive Director with specific focus on
overseeing and implementing the restructuring
* Stefania Barbaglio proposed to join Kibo as Non-Executive Director and Chairperson
* Clive Roberts proposed to join Kibo as Non-Executive Director
* Review of potential delisting from the Johannesburg Stock Exchange
* Debt reduced to a more sustainable level with no conversion rights with all MED's related assets
used as collateral to further de-leverage the Company over time
* Majority of creditors assigned to a third party or to be converted into equity
Background:
The Company's previously announced challenging trading and funding conditions continue, with
total liabilities estimated at £2,381,986 as of 30 April 2024.
The creditors balance includes £860,881 of deferred Director and staff salaries, along with
outstanding audit, legal and listing costs from 2023.
The Company's main assets are 83,211,746 shares in MAST Energy Development PLC ("MED")
held in escrow (the "MED Escrow Shares"), a £849,253 receivable from MED (the "MED
Receivable"), 134,443,738 shares in Katoro Gold plc and a small portfolio of Waste to Energy
projects. MED is a circa £0.8m market capitalisation standard list company with minimal cash
resources and therefore the Company expects to provide for non-receipt of the MED Receivable in
its 2023 Annual Report and Accounts.
Following extensive internal and external consultation that included the Company's stakeholders,
lenders and advisors, the Board has decided to implement an extensive restructuring and repositioning
plan focused on transitioning Kibo to a broader based energy company, looking also at opportunities
in the Oil & Gas Sector.
Board Changes:
Kibo proposes to appoint Mohammed Ashraf as Executive Director and CEO of the Company subject
to completion of regulatory due diligence. Ashraf has extensive experience in advising various
Federal and Government bodies, as well as the private sector, on Oil & Gas, mining and mineral
business opportunities from the UK and UAE. He is Chief Executive Officer of WAC Consultants, a
company specialising in providing business development consulting services to the public and private
sector and has an MBA degree from the Lancaster University in the UK. Ashraf will step down as
CEO of WAC Consultants subject to his successful appointment as Executive Director and CEO of
the Company.
Kibo is also proposing to appoint James Parsons as a Non-Executive Director subject to completion
of regulatory due diligence. James has a wealth of corporate and transactional experience on AIM
and a demonstrated ability to originate advantageous asset acquisitions alongside accessing capital
for junior resource plays. He is Executive Chairman of AIM traded Ascent Resources plc and a Non-
Executive Director at Echo Energy plc. Mr. Parsons will have a specific mandate to oversee the
restructuring and business development activities. His appointment to the Board is a condition of the
RiverFort debt restructuring as detailed below.
Kibo is also proposing to appoint Stefania Barbaglio as a Non-Executive Director and Chairperson
subject to completion of regulatory due diligence. Stefania is a London-based entrepreneur, business
strategist and renowned PR / IR expert with over 10 years' experience in equity and digital asset
markets and a solid investor network. Stefania is the founder of PR Agency Cassiopeia and considered
one of the top British female opinion leaders in Crypto and AI. She has extensive experience in
business development, strategic partnerships, fundraising and marketing in both public and private
sectors with a focus on innovation and sustainability. Stefania has spearheaded IR campaigns for
100+ companies since 2015, including for multiple IPOs on public markets. She is Non-Executive
Director at London-listed Ondo Insurtech PLC.
It is also proposed that Clive Roberts, a significant existing shareholder in Kibo, is to join the Board
as a Non-Executive Director subject to completion of regulatory due diligence. Further details
regarding the terms and sequencing of Mr. Roberts' appointment will be the subject of a future
announcement. All director appointments remain subject to formal signed documentation along with
regulatory checks and the Board is mindful of managing the Company's cash burn until further
additional funding is secured.
Following these appointments, Louis Coetzee, the Company's interim Chairman and Chief Executive
Officer will step down as CEO and Director. Further involvement of Louis Coetzee with the Kibo
Board is to be finalized. The Board will therefore from that point, subject to the new director
appointments outlined above, consist of Mr. Ashraf (CEO and Executive Director), Mr. Parsons
(NED), Mss. Barbaglio (NED and Chairperson), Mr. Roberts (NED) and Mr. O'Keeffe (NED). The
Board has committed to review its composition and balance over the coming months alongside the
introduction of a new project portfolio. Furthermore, Mr. Cobus van der Merwe will continue in his
capacity as full-time CFO for the time being.
The three new Directors have all agreed to take a portion of their first six months' compensation in
shares at the price of the capital raise referred to below and Mr. Ashraf, Mss. Barbaglio and Mr.
Parsons expect therefore to be awarded 137,500,000, 55,000,000 and 110,000,000 shares being
302,500,000 shares in aggregate (the "Remuneration Shares") at an issue price of 0.015 pence per
share respectively which represents the net of tax and NI balance. The awards would be made subject
to additional headroom being approved by Shareholders at the next General Meeting of the Company
and subject to the Company being in a position to be able to fund the associated tax liability. It is
expected that their respective shareholdings post Placing and issue of Conversions and Remuneration
Shares (see further details below) will be 1.39%, 0.56% and 1.11% respectively.
In addition, Mr. O'Keeffe has agreed to lock in his current equity for a period of 6 months.
Fundraising and Application for Admission to Trading on AIM:
In support of the new board appointments and the restructuring of existing debts (as noted below)
and, further, to enable the immediate payment of the auditors (which is required to initiate work on
the Annual Report and Accounts) the Company has conditionally raised £500,000 (the "Placing") by
way of a placing of 3,333,333,333 (the "Placing Shares") new ordinary shares of EUR0.0001 each in
the Company through Global Investment Strategy UK Ltd, at a price of 0.015p per share (the
"Placing Price"). The first £100k of the Placing in respect of 666,666,667 Placing Shares ("Firm
Shares"), will settle immediately whilst the remaining £400k of the Placing in respect of
2,666,666,666 Placing Shares ("Conditional Shares") is conditional on the three new Board
appointments being concluded. As part of the Placing, Global Investment Strategy UK Ltd has been
appointed joint broker and placing agent accordingly.
Application will be made to the London Stock Exchange for the admission of the 666,666,667 Firm
Shares immediately upon receipt of the first £100k referred to above, which will rank pari passu with
the existing Ordinary Shares, to be admitted to trading on AIM ("Admission"), and it is expected that
Admission will occur on or around 13th of June 2024. Application for admission in respect of the
Conditional Shares will be made and notified in due course.
Creditor restructuring and settlement:
The board of the Company have successfully concluded creditor restructurings which are linked to
the Placing being secured. The hope is that these steps will, over time, result in the Company
becoming entirely debt free.
Arrangements with RiverFort Global Opportunities PCC Limited ("RiverFort")
Given the limited cash resources of MED at this moment, the Company sees limited potential for
repayment of the MED Receivable and therefore has agreed with RiverFort to reduce the outstanding
RiverFort Debt of £767,205 to £400,000 in exchange for transfer to RiverFort of the MED Receivable
(representing 43 pence in the pound valuation). The remaining £400,000 debt has been structured as
a two-year 10% annual coupon bullet without conversion rights, unless otherwise mutually agreed
between the parties, and is repayable in full in cash (including accrued interest) no later than the date
falling 24 months from 6th June 2024, the signing date of an amendment agreement to the reprofiled
facility agreement of 10 April 2023 (the "Maturity Date"). RiverFort will retain a fixed first priority
charge over the MED Escrow Shares. The restructuring of the RiverFort debt detailed above is
conditional upon Conditional Shares subscription becoming unconditional as a result of the
appointment of the three new Board appointments, as detailed above.
It is noted that Mr. Parsons has been granted an option to acquire 10% of the remaining RiverFort
loan for £1. Upon exercise of the option a further announcement will be made in this regard.
Creditor Conversion and Restructuring
A total of £132,760 of trade creditors and £141,505 of other lenders have agreed to be converted to
equity and therefore a total of 1,828,431,043 shares at an issue price of 0.015 pence per share
("Conversion Shares") and 943,366,667 warrants at an exercise price of 0.015 pence per share
("Conversion Warrants") will be issued in settlement of these obligations. The Conversion Shares
and Conversion Warrants will be issued as soon as the company receives authority from shareholders
to increase its authorised share capital which it will seek at the next General Meeting of the Company.
The settlement of the trade creditors and other lenders debt detailed above being conditional upon
Conditional Shares subscription becoming unconditional as a result of the appointment of the three
new Board appointments, as detailed above.
The Company has further resolved that in respect of its 100% subsidiary Kibo Mining (Cyprus) LTD
("KMCL"), it will not provide any further funding in respect of KMCL's ongoing working capital
requirements, including its accrued payroll obligations up to 31 January 2024, and has agreed with
KMCL that the latter will need to seek alternative financing in respect of such obligations currently
amounting to £744,826, being the majority of the Group's accrued Director and Staff salaries. KMCL
has indicated that it has finalised negotiations in this regard with a signed definitive agreement
imminent. The Company and KMCL have agreed that the Company will however continue to procure
project development financing on behalf of KMCL on a best-efforts basis in respect of the existing
projects held under KMCL, being its waste-to-energy and biofuel projects in sub-Saharan Africa.
Balance Sheet post restructuring
The Company expects, after the transactions as outlined in this RNS, to have a more sustainable total
debt and creditor position of £660,861.
Review of its second listing on the Johannesburg Stock Exchange:
The Company sees substantial costs and limited benefits in running a secondary listing and is
therefore reviewing its second listing on the Johannesburg Stock Exchange. A further
announcement will be made should this be cancelled.
Review of existing Company interests:
The New Board will conduct a detailed review of Company's interests to maximise value generation
opportunities from a broader Energy perspective and to improve the Company's balance sheet further.
The new Board intends to pursue an energy strategy including in the oil and gas sector with a focus
on possible opportunities in the Middle East and the Indian Subcontinent, including Onshore
Balochistan in Pakistan.
Annual General Meeting:
The Company will at its next annual general meeting during 2024 seek to obtain shareholder approval
to increase the company's authorised share capital sufficient to allow for the issue of the
1,828,431,043 Conversion Shares, the 943,366,667 Conversion Warrants and the 302,500,000
Remuneration shares as outlined in this RNS and to renew its share issuing authorities. Application
for admission in respect of the Conversion and Remuneration shares will be made following the
AGM, contingent on approval for the increased headroom being obtained.
Options Award:
A total of 10% of the Issued Share Capital in the Company, so enlarged by the Placing and issue of
the Conversion & Remuneration Shares, is expected to be awarded to Mr. Ashraf, Mr. Parsons and
Mss. Stefania Barbaglio as new share options for incentivisation, alignment and consultancy with
new shareholders. Accordingly, Mr. Ashraf, Mr. Parsons and Mss. Barbaglio are each expected to be
awarded 329,782,071 three-year vest, five-year expiry options with an exercise price equal to the
Placing Price of 0.015p. These share options would be exercisable subject to available headroom at
the time of exercise. Further, WAC Consultants, a company associated with Mr. Ashraf, would be
awarded warrants at an exercise price equal to the Placing Price of 0.015p, the quantum of which to
be agreed with the new board at which point the market will be updated accordingly.
Total Voting Rights:
Following Admission of the Firm Shares, the Company's total issued share capital will consist of
5,027,614,431 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.
Following the admission of the Conditional Shares, implementation of the other measures outlined
above (i.e. issue of the Conversion Shares and the Remuneration Shares) it is expected to result in the
final issued share capital being approximately 9,893,462,140. Further announcements will follow
upon issue of the Conditional Shares, the Conversion Shares, the Conversion Warrants and
Remuneration Shares. The number of shares and warrants held by the directors of the Company and
their related parties before and after these transactions is shown in Table 1 below. It is noted that the
warrants showing for Kibo directors, Louis Coetzee and Noel O'Keeffe (and their respective related
parties) shown in Table 1 below, post the transactions ,are now being issued as they were among the
Noteholders of the Company's 7% Convertible Loan Note Instrument dated 7 January 2022 who
converted their Notes to Kibo ordinary shares in April 2023 (the "Conversions") and who were
awarded warrants associated with the Conversions (refer Company RNS of 11 April 2023 for details).
These warrants are now being issued to the Noteholders following renewal of the relevant share
issuing authority to permit the warrant issues at a General Meeting of the Company on 9 February
2024 and the warrants so issued are effective from that date.
Before Placing, Conversions & Remuneration After Placing, Conversions & Remuneration
Shares Shares
Director Name Number of Number of Shares held as Number of Number of Shares held as
Kibo shares Kibo Options % of current Kibo shares Kibo Options % of enlarged
held and Warrants issued share held and issued share
held capital Warrants capital
(4,360,947,764 held (9,893,462,140
shares) shares)
Louis Coetzee 223,198,427 Options: None 5.12% 298,630,694 Options: 3.02%
& Related Warrants: None
Parties None Warrants:
158,541,643
Noel O'Keeffe 57,234,904 Options: None 1.31% 57,234,904 Options: 0.58%
& Related Warrants: None
Parties None Warrants:
39,816,997
Mohammed None Options: None 0.00% 137,500,000 Options: 1.39%
Ashraf & Warrants: 329,782,071
Related None Warrants:
Parties None
James Parsons None Options: None 0.00% 110,000,000 Options: 1.11%
& Related Warrants: 329,782,071
Parties None Warrants:
None
Stefania None Options: None 0.00% 55,000,000 Options: 0.56%
Barbaglio & Warrants: 329,782,071
Related None Warrants:
Parties None
Table 1: Kibo Director & Related Parties' holdings before and after Placing, Conversions & Share issues
**ENDS**
This announcement contains inside information for the purposes of the UK version of the Market
Abuse Regulation (EU No. 596/2014) as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018 ('UK MAR'). Upon the publication of this announcement,
this inside information is now considered to be in the public domain.
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
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
7 June 2024
Corporate and Designated Adviser
River Group
Date: 07-06-2024 08:00:00
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