To view the PDF file, sign up for a MySharenet subscription.

KIBO ENERGY PLC - Completed Placing

Release Date: 21/10/2019 08:00
Code(s): KBO     PDF:  
Wrap Text
Completed Placing

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”)

This RNS announcement replaces RNS No 4433Q / SENS S421854 of 18 October 2019


Further clarification with regard to the composition of the new ordinary shares to be issued has been
provided which includes a combination of funding from investors and settlement of amounts owed to
creditors. The placing amount has been corrected from GBP1,990,000 to GBP1,500,000, with the
balance of new shares to be issued in relation to outstanding creditors of GBP490,000.

Dated: 21 October 2019

                           Kibo Energy PLC (‘Kibo’ or the ‘Company’)
                                      Completed Placing

Kibo Energy PLC, the multi-asset, Africa focused, energy company, is pleased to announce that further
to the announcement dated 9 October 2019, it has successfully raised GBP1,500,000 (the ‘Placing’) via
the issue of 333,333,333 ordinary shares at 0.45 pence per share, of par value €0.001 each (‘New
Ordinary Shares'). The proceeds from the Placing will be utilised primarily to further develop the
Company’s diverse energy portfolio and working capital requirements.


In addition, the Company also received interest from and settled payment with service providers,
suppliers and creditors for an amount of GBP490,000 via the issue of 108,888,947 ordinary shares of
par value €0.001 each (together with the Placing, the ‘Funding’).


Louis Coetzee, CEO of Kibo, commented, “We are pleased to have raised capital during a
particularly turbulent time in the global market through new and existing investors including the
Directors, as well as the support of certain suppliers and creditors. With this money, we will be able to
continue developing our diverse portfolio of major energy assets towards commercialisation. We look
forward to providing updates on progress in this regard in the near future.”


Details of the Placing
Kibo has raised gross proceeds of GBP1,500,000 in the Placing, with third party investors, Directors
and Management and other parties arranged by them including Sanderson Capital Partners Ltd
("Sanderson") participating in the Placing. In addition, certain suppliers and creditors of the Company
have also agreed to accept payment in shares for an aggregate amount totalling GBP490,000.


All shares issued in the Funding (“Placing Shares”) will have warrants attached (together with the
Placing Shares, “Units”) with each Unit comprising one Placing Share, one warrant exercisable at 0.8p
per share for the period of 18 months from the date of issue and half a warrant exercisable at 1p per
share for the period of 36 months from the date of issue.
         
Details of the shares purchased by Directors and Management are as follows:


         Table 1: Directors’ & Senior Management’s Shareholding Before & After Placing

                                  BEFORE PLACING                                   AFTER PLACING
                                   Shares      % Holding       Number of      Number of Kibo     Total Value    % Holding in
                                 Held Prior      in Kibo        Placing        Shares Held        of Placing     Kibo After
                                 to Issue of   Before Issue   Shares Issued    after Issue of   Shares Issued     Issue of
                                   Placing      of Placing                    Placing Shares     at Deemed        Placing
                                   Shares         Shares                                        Value of GBP      Shares
                                                                                                 0.0045 per
   Name          Position                                                                        Kibo Share

  Christian
Schaffalitzky     Non-Exec
                                  2,119,842        0.26         3,885,000        6,004,842        £17,483           0.48
 & Related        Chairman
   Parties
    Louis
 Coetzee &
                Exec. Director    8,065,996        1.00        11,440,000        19,505,996       £51,480           1.56
   Related
   Parties
Tinus Maree
 & Related      Exec Director     2,934,200        0.36         4,485,600        7,419,800        £20,185           0.59
   Parties
  Andreas
  Lianos &       Non-Exec.
                                  7,588,633        0.94         9,485,000        17,073,633       £42,683           1.37
   Related        Director
   Parties
    Noel
 O’Keeffe &      Non-Exec.
                                  3,591,447        0.45         3,445,600        7,037,047        £15,505           0.56
   Related        Director
   Parties
   Wenzel         Non-Exec
 Kerremans                         376,241         0.05         815,000          1,191,241         £3,668           0.10
                   Director
    Louis
Scheepers &       Senior
                                  3,009,914        0.37         7,380,600        10,390,514       £33,213           0.83
   Related      Management
   Parties
Pieter Krugel     Senior
                                      0            0.00        12,330,000        12,330,000       £55,485           0.99
                Management

                                 27,686,273        3.44        53,266,800       80,953,073        £239,701          6.49
 TOTALS
       



Table 2: Directors’ and Senior Management’s Warrant Holding Position Before & After Placing

                                      BEFORE                                    AFTER PLACING
                                      PLACING
                                                        Warrants Issued at 0.8p        Warrants Issued at 1p
                                       Warrants         Number of       Expiry Date   Number of     Expiry Date     Total
                                      Held Prior to       Placing                       Placing                   Number of
                                        Issue of         Warrants                      Warrants                   Warrants
                                     Placing Shares    exercisable at                 exercisable
                                                           0.8p                       at 1p (half
     Name             Position                                                         warrants)
    Christian
                      Non-Exec
 Schaffalitzky &                           0               3,885,000    3 May 2021      1,942,500   3 Nov 2022         5,827,500
                      Chairman
 Related Parties
 Louis Coetzee &
                    Exec. Director         0              11,440,000    3 May 2021      5,720,000   3 Nov 2022         17,160,000
 Related Parties
 Tinus Maree &
                    Exec Director          0               4,485,600    3 May 2021      2,242,800   3 Nov 2022         6,728,400
 Related Parties
Andreas Lianos &      Non-Exec.
 Related Parties                           0               9,485,000    3 May 2021      4,742,500   3 Nov 2022         14,227,500
                       Director
 Noel O’Keeffe &      Non-Exec.
 Related Parties                           0               3,445,600    3 May 2021      1,722,800   3 Nov 2022         5,168,400
                       Director
Wenzel Kerremans      Non-Exec
                                           0                 815,000    3 May 2021       407,500    3 Nov 2022         1,222,500
                       Director
Louis Scheepers &      Senior
 Related Parties                           0               7,380,600    3 May 2021      3,690,300   3 Nov 2022         11,070,900
                     Management
  Pieter Krugel        Senior
                                           0              12,330,000    3 May 2021      6,165,000   3 Nov 2022         18,495,000
                     Management
    TOTALS                                 0              53,266,800                  26,633,400                       79,900,200



       The Directors and Management of the Company shown in the above tables are Persons Discharging
       Managerial Responsibility ("PDMRs") under the Market Abuse Regulation 2016 ("MAR"). In
       compliance with MAR and the Company's Share Dealing Code they have submitted dealing request
       forms to the designated Company executives seeking permission to participate in the Placing and
       authority has been granted. Dealing notification form will be completed by the PDMRs and submitted
       to the FCA within 3 days of completion of the Placing in accordance with MAR.


       Sanderson has subscribed for 55,555,556 Placing Shares, pursuant to the Placing. Sanderson is a related
       party of the Company for the purposes of the AIM Rules by virtue of their status as a substantial
       shareholder, holding 10% or more of the existing Ordinary Shares. The Board of Directors consider,
       having consulted with the Company's nominated adviser, RFC Ambrian Limited, that the terms of the
       transaction are fair and reasonable insofar as the Company's shareholders are concerned.


       Application will be made for the New Ordinary Shares to be admitted to trading on AIM and the JSE
       AltX markets. Trading in the New Ordinary Shares is expected to commence on AIM and the JSE on
       or around 4 November 2019 ('Admission'). Following Admission, the Company will have
       1,247,276,078 shares in issue and this 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. Following the Placing the
       expected changes in the shareholding of the Company’s existing Significant Shareholders are shown
       on Table 3 below.
  

 Table 3: Expected Changes in Significant Shareholders shareholding in Kibo after Placing

                                                            AFTER PLACING
                                 Number of Placing        Number of Kibo          % Holding in Kibo After
                                Shares subscribed for     Shares Held after       Issue of Placing Shares
              Name                                         Issue of Placing
                                                               Shares *
       Sanderson Capital
       Partners Limited &                  55,555,556             175,555,556        14.08
         Related Parties
     Shumba Energy Limited
                                                    0             128,053,893        10.27
        & Related Parties
      Yakoub Yakoubov &
                                            3,333,333              36,333,333        2.91
         Related Parties

                                           58,888,889             339,942,782        27.25
            TOTALS
    * These figures are calculated based on the most recent shareholding figures available to the Company.

                                                    **ENDS**

   This announcement contains inside information as stipulated under the Market Abuse Regulations (EU)
   no. 596/2014.

   For further information please visit www.kibo.energy or contact:


Louis Coetzee                   info@kibo.energy          Kibo Energy PLC            Chief Executive Officer
                                                                                     Corporate and Designated
Andreas Lianos                  +27 (0) 83 4408365        River Group
                                                                                     Adviser on JSE
Jason Robertson                 +44 (0) 20 7374 2212 First Equity Limited            Joint Broker
Bhavesh Patel/Stephen Allen +44 20 3440 6800              RFC Ambrian Limited NOMAD on AIM
Isabel de Salis /                                                                    Investor and Media
                                +44 (0) 20 7236 1177 St Brides Partners Ltd
Beth Melluish                                                                        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
Reserve Power generation market.

   Johannesburg
   21 October 2019
   Corporate and Designated Adviser
   River Group

Date: 21/10/2019 08:00:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). 
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
 the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, 
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
 information disseminated through SENS.

Share This Story