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TR 1: Major Holdings Notification
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
(“Kibo” or “the Company”)
Dated: 08 February 2019
Kibo Energy PLC (‘Kibo’ or the ‘Company’)
TR 1: Major Holdings Notification
Kibo Energy plc (AIM: KIBO; AltX: KBO), the multi-asset Africa-focused energy company, announces
that it has received the following TR-1 notification form from shareholder Shumba Energy Limited today:
TR-1: Standard form for notification of major holdings
NOTIFICATION OF MAJOR HOLDINGS (to be sent to the relevant issuer and to the FCA in Microsoft
Word format if possible)i
1a. Identity of the issuer or the underlying issuer Kibo Energy plc
of existing shares to which voting rights are 17 Pembrooke Street Upper
attachedii: Dublin
1b. Please indicate if the issuer is a non-UK issuer (please mark with an “X” if appropriate)
Non-UK issuer X
2. Reason for the notification (please mark the appropriate box or boxes with an “X”)
An acquisition or disposal of voting rights X
An acquisition or disposal of financial instruments
An event changing the breakdown of voting rights
Other (please specify)iii:
3. Details of person subject to the notification obligationiv
Name Shumba Energy Limited
City and country of registered office (if applicable) Ebene, Mauritius
4. Full name of shareholder(s) (if different from 3.)v
Name
City and country of registered office (if applicable)
5. Date on which the threshold was crossed or
06/02/2019
reachedvi:
6. Date on which issuer notified (DD/MM/YYYY): 06/02/2019
7. Total positions of person(s) subject to the notification obligation
% of voting rights
% of voting rights Total number of
through financial Total of both in %
attached to shares voting rights of
instruments (8.A + 8.B)
(total of 8. A) issuervii
(total of 8.B 1 + 8.B 2)
Resulting situation
on the date on which
22.09% nil 22.09% 640,031,069
threshold was
crossed or reached
Position of previous
notification (if n/a n/a n/a
applicable)
8. Notified details of the resulting situation on the date on which the threshold was crossed or
reachedviii
A: Voting rights attached to shares
Class/type of Number of voting rightsix % of voting rights
shares
ISIN code (if possible) Direct Indirect Direct Indirect
(Art 9 of Directive (Art 10 of Directive (Art 9 of Directive (Art 10 of Directive
2004/109/EC) (DTR5.1) 2004/109/EC) 2004/109/EC) (DTR5.1) 2004/109/EC)
(DTR5.2.1) (DTR5.2.1)
IE00B97C0C31 141 260 030 0 22.09% 0
SUBTOTAL 8. A 141 260 030 22.09%
B 1: Financial Instruments according to Art. 13(1)(a) of Directive 2004/109/EC (DTR5.3.1.1 (a))
Number of voting rights
Type of financial Expiration Exercise/ that may be acquired if
% of voting rights
instrument datex Conversion Periodxi the instrument is
exercised/converted.
None
SUBTOTAL 8. B 1 Nil
B 2: Financial Instruments with similar economic effect according to Art. 13(1)(b) of Directive
2004/109/EC (DTR5.3.1.1 (b))
Exercise/ Physical or
Type of financial Expiration Number of
Conversion cash % of voting rights
instrument datex voting rights
Period xi settlementxii
None
SUBTOTAL
Nil
8.B.2
9. Information in relation to the person subject to the notification obligation (please mark the
applicable box with an “X”)
Person subject to the notification obligation is not controlled by any natural person or legal entity and does not
control any other undertaking(s) holding directly or indirectly an interest in the (underlying) issuer xiii X
Full chain of controlled undertakings through which the voting rights and/or the
financial instruments are effectively held starting with the ultimate controlling natural person or legal entity xiv
(please add additional rows as necessary)
% of voting rights
% of voting rights if it Total of both if it
through financial
equals or is higher equals or is higher
Namexv instruments if it equals
than the notifiable than the notifiable
or is higher than the
threshold threshold
notifiable threshold
10. In case of proxy voting, please identify:
Name of the proxy holder n/a
The number and % of voting rights held n/a
The date until which the voting rights will be held n/a
11. Additional informationxvi
None
Place of completion Gaborone, Botswana
Date of completion 07 February 2019
Annex: Notification of major holdings (to be filed with the FCA only)
A: Identity of the person subject to the notification obligation
Full name (including legal form for legal entities) Shumba Energy Limited
IFS Court
TwentyEight
Contact address (registered office for legal entities)
Cybercity, Ebene, 72201
Mauritius
E-Mail phumaphi@shumbaenergy.com
Phone number / Fax number +267 318 6072
Other useful information
(at least legal representative for legal persons)
B: Identity of the notifier, if applicable
Full name
Contact address
E-Mail
Phone number / Fax number
Other useful information (e.g. functional relationship with
the person or legal entity subject to the notification
obligation)
C: Additional information
Please send the completed form together with this annex to the FCA at the following email
address: Majorshareholdings@fca.org.uk. Please send in Microsoft Word format if possible.
Notes
iPlease note that national forms may vary due to specific national legislation (Article 3(1a) of Directive 2004/109/EC)
as for instance the applicable thresholds or information regarding capital holdings.
iiFull name of the legal entity and further specification of the issuer or underlying issuer, provided it is reliable and
accurate (e.g. address, LEI, domestic number identity). Indicate in the relevant section whether the issuer is a non UK
issuer.
iii
Other reason for the notification could be voluntary notifications, changes of attribution of the nature of the holding
(e.g. expiring of financial instruments) or acting in concert.
iv This should be the full name of (a) the shareholder; (b) the natural person or legal entity acquiring, disposing of or
exercising voting rights in the cases provided for in DTR5.2.1 (b) to (h)/ Article 10 (b) to (h) of Directive 2004/109/EC;
(c) all parties to the agreement referred to in Article 10 (a) of Directive 2004/109/EC (DTR5.2.1 (a)) or (d) the holder of
financial instruments referred to in Article 13(1) of Directive 2004/109/EC (DTR5.3.1).
As the disclosure of cases of acting in concert may vary due to the specific circumstances (e.g. same or different total
positions of the parties, entering or exiting of acting in concert by a single party) the standard form does not provide for
a specific method how to notify cases of acting in concert.
In relation to the transactions referred to in points (b) to (h) of Article 10 of Directive 2004/109/EC (DTR5.2.1 (b) to (h)),
the following list is provided as indication of the persons who should be mentioned:
- in the circumstances foreseen in letter (b) of Article 10 of that Directive (DTR5.2.1 (b)), the natural person or legal
entity that acquires the voting rights and is entitled to exercise them under the agreement and the natural person
or legal entity who is transferring temporarily for consideration the voting rights;
- in the circumstances foreseen in letter (c) of Article 10 of that Directive (DTR5.2.1 (c)), the natural person or legal
entity holding the collateral, provided the person or entity controls the voting rights and declares its intention of
exercising them, and natural person or legal entity lodging the collateral under these conditions;
- in the circumstances foreseen in letter (d) of Article 10 of that Directive (DTR5.2.1 (d)), the natural person or legal
entity who has a life interest in shares if that person or entity is entitled to exercise the voting rights attached to the
shares and the natural person or legal entity who is disposing of the voting rights when the life interest is created;
- in the circumstances foreseen in letter (e) of Article 10 of that Directive (DTR5.2.1 (e)), the controlling natural
person or legal entity and, provided it has a notification duty at an individual level under Article 9 (DTR 5.1), under
letters (a) to (d) of Article 10 of that Directive (DTR5.2.1 (a) to (d)) or under a combination of any of those situations,
the controlled undertaking;
- in the circumstances foreseen in letter (f) of Article 10 of that Directive (DTR5.2.1 (f)), the deposit taker of the
shares, if he can exercise the voting rights attached to the shares deposited with him at his discretion, and the
depositor of the shares allowing the deposit taker to exercise the voting rights at his discretion;
- in the circumstances foreseen in letter (g) of Article 10 of that Directive (DTR5.2.1 (g)), the natural person or legal
entity that controls the voting rights;
- in the circumstances foreseen in letter (h) of Article 10 of that Directive (DTR5.2.1 (h)), the proxy holder, if he can
exercise the voting rights at his discretion, and the shareholder who has given his proxy to the proxy holder allowing
the latter to exercise the voting rights at his discretion (e.g. management companies).
v
Applicable in the cases provided for in Article 10 (b) to (h) of Directive 2004/109/EC (DTR5.2.1 (b) to (h). This should
be the full name of the shareholder who is the counterparty to the natural person or legal entity referred to in Article 10
of that Directive (DTR5.2) unless the percentage of voting rights held by the shareholder is lower than the lowest
notifiable threshold for the disclosure of voting rights holdings in accordance with national practices (e.g. identification
of funds managed by management companies).
viThe date on which threshold is crossed or reached should be the date on which the acquisition or disposal took place
or the other reason triggered the notification obligation. For passive crossings, the date when the corporate event took
effect.
vii
The total number of voting rights shall be composed of all the shares, including depository receipts representing
shares, to which voting rights are attached even if the exercise thereof is suspended.
viii
If the holding has fallen below the lowest applicable threshold in accordance with national law, please note that it
might not be necessary in accordance with national law to disclose the extent of the holding, only that the new holding
is below that threshold.
ixIn case of combined holdings of shares with voting rights attached "direct holding" and voting rights "indirect holding",
please split the voting rights number and percentage into the direct and indirect columns – if there is no combined
holdings, please leave the relevant box blank.
x Date of maturity/expiration of the financial instrument i.e. the date when right to acquire shares ends.
xiIf the financial instrument has such a period – please specify this period – for example once every 3 months starting
from [date].
xii
In case of cash settled instruments the number and percentages of voting rights is to be presented on a delta-adjusted
basis (Article 13(1a) of Directive 2004/109/EC) (DTR 5.3.3.A).
xiii
If the person subject to the notification obligation is either controlled and/or does control another undertaking then the
second option applies.
xiv
The full chain of controlled undertakings starting with the ultimate controlling natural person or legal entity has to be
presented also in the cases, in which only on subsidiary level a threshold is crossed or reached and the subsidiary
undertaking discloses the notification as only thus the markets get always the full picture of the group holdings. In case
of multiple chains through which the voting rights and/or financial instruments are effectively held the chains have to be
presented chain by chain leaving a row free between different chains (e.g.: A, B, C, free row, A, B, D, free row, A, E, F
etc.).
xvThe names of controlled undertakings through which the voting rights and/or financial instruments are effectively held
have to be presented irrespectively whether the controlled undertakings cross or reach the lowest applicable threshold
themselves.
xvi
Example: Correction of a previous notification.
*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 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
Ben Tadd / +44 (0) 20 3700 0093 SVS Securities Limited Joint Broker
Tom Curran
First Equity Limited Joint Broker
Jason Robertson +44 (0) 20 7374 2212
Andrew Thomson +61 8 9480 2500 RFC Ambrian Limited NOMAD on AIM
Isabel de Salis / +44 (0) 20 7236 1177 St Brides Partners Ltd Investor and Media
Gaby Jenner Relations Adviser
Notes to editors
Kibo Energy PLC is a multi-asset, Africa focussed, 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 will benefit from its robust and experienced international blue-chip
partnership network across its project portfolio, which includes: SEPCO III (China), General Electric
(USA); Tractebel Engineering (Belgium); Minxcon Consulting (South Africa); ABSA / Barclays Africa;
and Hogan Lovells International LLP.
Johannesburg
08 February 2019
Corporate and Designated Adviser River
Group
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