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KIBO ENERGY PLC - Notice of Annual General Meeting and Proposed Subdivision of Shares & Reduction of Nominal Value

Release Date: 02/09/2019 11:00
Code(s): KBO     PDF:  
 
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Notice of Annual General Meeting and Proposed Subdivision of Shares & Reduction of Nominal Value

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: 02 September 2019
                             Kibo Energy PLC (‘Kibo’ or the ‘Company’)
 Notice of Annual General Meeting and Proposed Subdivision of Shares & Reduction of Nominal
                                           Value


Kibo Energy PLC ("Kibo" or the "Company"), the multi-asset, Africa focused energy company, is pleased
to announce that a Circular containing details of a proposed capital reorganisation and including a
Notice of Annual General Meeting (“AGM”) & Sample Proxy Form (“Notice of AGM”) for 2019 is now
available on its website at this link Notice of Annual General Meeting and Sample Form of Proxy. The
Company’s AGM will be held at 10 a.m. on Tuesday 24 September 2019 at the Conrad Hotel, Earlsfort
Terrace, Saint Stephen’s Green, Dublin 2, Ireland.
The Circular will be dispatched by post today to those shareholders who have indicated to us a
preference to receive hard copies of the Notice of AGM.
The following resolutions are being put before the meeting:
        1  To receive, consider and adopt the accounts for the year ended 31 December 2018 together
           with the Directors and Auditors Reports thereon
        2  To authorise the Directors to fix the remuneration of the Auditors
        3  To re-elect Mr Christian Schaffalitzky as a Director of the Company
        4  To re-elect Mr Noel O’Keeffe as a Director of the Company
        5  To authorise the Directors to issue shares up to a maximum equal to the unissued ordinary
           share capital of the Company until the close of the next Annual General Meeting
        6  To approve the dis-application of pre-emption rights until the close of the next Annual
           General Meeting
        7  To subdivide and convert the share capital of the Company, the effect being to decrease the
           nominal value per New Ordinary Share by a factor of fifteen to €0.001
        8  Subject to passing of Resolution 7, amendments to the Share Capital Clause of the
           Memorandum of Association to reflect the proposed sub-division of the share capital.
        9  Subject to passing of Resolution 7, amendments to the Share Capital Clause of the Articles of
           Association to reflect the proposed sub-division of the share capital
        10 Increase authorised Share capital
        11 Subject to passing of Resolution 10, Amendments to the Share Capital Clause of the
           Memorandum of Association to reflect the proposed increase in authorised share capital
        12 Subject to passing of Resolution 10, Amendments to the Share Capital Clause of the Articles
           of Association to reflect the proposed increase in authorised share capital
Background and Key Details of the Capital Reorganisation
There are currently 799,053,798 Existing Ordinary Shares in issue, all of which shares are listed for
trading on AIM and AltX. There are currently 1,291,394,535 Existing Deferred Shares in issue none of
which are listed.
The nominal value of the Existing Ordinary Shares is €0.015 each.
The Company’s ordinary shares have been trading on AIM over the past 6 months at prices ranging
between GBP 1.8p and 0.76p, with the price at close of trading on 29 August 2019 being GBP 0.8p per
share, which is below the nominal value of approximately GBP 1p at current exchange rates.
Under Irish company law, the Company cannot issue new ordinary shares at an issue price below the
nominal value, and this together with the exchange rate fluctuations between the British Pound and
South African Rand (as the currencies in which trades are denominated on AIM and AltX on the one
hand, and the Euro as the currency in which the nominal value is set on the other), makes it impossible
for the Company to raise working capital by means of issues of ordinary shares in the EU, where the
vast majority of its shareholders are resident and where the largest volume of market trades in its
securities take place.
Consequently, the Board is proposing to reduce the nominal value of the ordinary shares in issue from
€0.015 to €0.001 whilst retaining the same number of shares, thus having no direct impact on the
trading price of the Company's New Ordinary Shares. The Board considers the capital reorganisation
to be in the best interest of the Company and its shareholders, as the capital reorganisation will allow
the Company, if appropriate, to raise money in the future by the issue of New Ordinary Shares, and
therefore facilitate the continued progress of its portfolio power generation and mining projects in
Sub-Saharan Africa and the UK.
It is proposed that:
        * each of the Existing Ordinary Shares of €0.015 be subdivided and converted into one new
          2019 Deferred Share of €0.014 each and one New Ordinary Share of €0.001 each; and
        * all of the authorised but unissued ordinary shares of €0.015 each be subdivided and
          converted into one 2019 Deferred Share of €0.014 each and one New Ordinary Share of
          €0.001 each for each Existing Ordinary Share.


The following table shows the issued share capital of the Company as at the date of this document
and what it would be following the AGM based on the current number of Existing Ordinary Shares
in issue:


                       Number of   Nominal    Aggregate               Number of     Nominal         Aggregate
                        Existing    (Par)   nominal value           issued Existing  Value        nominal value
                        Ordinary    value                          Deferred Shares
                         Shares
 At date of the        799,053,798   €0.015   €11,985,807           *1,291,394,535      €0.009        €11,622,551
 Circular


                   Number of   Nominal   Aggregate                   Number of    Nominal           Aggregate
                  New Ordinary  (Par)  nominal value                   Existing    value          nominal value
                     Shares     Value                             Deferred Shares
                                                                      and 2019
                                                                  Deferred Shares
 Following the         799,053,798    €0.001        €799,054       *1,291,394,535   €0.009            €11,622,551
 AGM                                                                **799,053,798   €0.014            €11,186,753

* Existing Deferred Shares
**Newly created 2019 Deferred Shares under this Subdivision


Details of any changes to the Company’s ISIN and SEDOL will be communicated as they become
necessary and available.
The New Ordinary Shares arising on implementation of the Subdivision will have the same rights as
the Existing Ordinary Shares, including voting, dividend and other rights. The 2019 Deferred Shares
will be subject to the same conditions as the Existing Deferred Shares, as follows:
       * They will not entitle holders to receive notice of or attend and vote at any general meeting
         of the Company or to receive a dividend or other distribution or to participate in any return
         on capital on a winding up other than the nominal amount paid on such shares following a
         substantial distribution to the holders of ordinary shares in the Company. Accordingly, the
         2019 Deferred Shares will, for all practical purposes, be valueless and it is the Board’s
         intention, at an appropriate time, to purchase the 2019 Deferred Shares for an aggregate
        consideration of €1.
It is also proposed that the authorised share capital be increased following the Subdivision.
At the date of preparing the Circular, the Board had no plans to allot New Ordinary Shares but has
proposed this resolution so that it has the flexibility to do so should it be required.
As it is proposed that all existing ordinary shareholdings in the Company are subdivided and converted
on a one-for-one basis the proportion of the issued ordinary share capital of the Company held by
each Shareholder immediately before and after the capital reorganisation will remain unchanged.
The implementation of the capital reorganisation (which also includes the necessary changes to the
Company's Memorandum of Association, Articles of Association and authorised share capital) requires
the approval of shareholders at a General Meeting (see above for the resolutions to be put to the
AGM).
The expected timetable of events for the AGM and capital reorganisation is set out below:


Document posted to Shareholders                                                    02 September 2019

Latest time and date for receipt of Forms of Proxy                                 10 a.m. on 22 September 2019
Annual General Meeting                                                             10 a.m. on 24 September 2019

Record Date for the Share Division (nominal value change)                          7 p.m. on 24 September 2019

Admission effective and commencement of dealings in the New Ordinary               7 a.m. on 25 September 2019
Shares

New Ordinary Shares credited to CREST or STRATE accounts                           25 September 2019

Despatch of definitive share certificates for New Ordinary Shares in               08 October 2019
certificated form by no later than
References to times and dates in in the table above are to times and dates in Dublin, Ireland

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 AGM are conditional on the passing of the
resolutions contained in the Notice of AGM.
Capitalised terms not otherwise defined herein shall have the same meaning given to such terms in
the Circular.
The Company’s annual financial statements for the period ending 31 December 2018 were already
notified to Shareholders in June 2019 and can be found on the Company’s website at the following
link as part of its 2018 Annual Report: Kibo Annual Report & Accounts 2018
                                             **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
Jason Robertson       +44 (0) 20 7374 2212   First Equity Limited     Joint Broker
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 Relations
Gaby Jenner                                                           Adviser


Notes to editors
Kibo Energy PLC is a multi-asset energy company focused on progressing a diverse portfolio of advanced
power generation and mining projects in Sub-Saharan Africa and the UK, utilising established
international relationships with key development partners. It is simultaneously developing three coal-
fuelled power projects in Africa: the Benga Independent Power Project in Mozambique; the Mabesekwa
Coal Independent Power Project in Botswana; and the Mbeya Coal to Power Project in Tanzania.
Additionally, the Company has a 60% interest in MAST Energy Developments Limited, a private UK
registered company targeting the development and operation of flexible power plants to service the
Reserve Power generation market.


 Johannesburg
 02 September 2019
 Corporate and Designated Adviser
 River Group

Date: 02/09/2019 11:00:00
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