Wrap Text
Notice of Extraordinary General Meeting to Approve Reorganisation of the 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
(“Kibo” or “the Company”)
Dated: 15 May 2020
Kibo Energy PLC (‘Kibo’ or the ‘Company’)
Notice of Extraordinary General Meeting to Approve Reorganisation of the Company’s Share
Capital
Kibo Energy PLC ("Kibo" or the "Company"), the multi-asset, Africa focused energy company,
announce that a shareholder circular (the “Circular”) containing details of a proposed share capital
reorganisation and including a Notice of Extraordinary General Meeting (“EGM”) & Sample Proxy Form
(“Notice of EGM”) is now available on its website (http://kibo.energy/wp-
content/uploads/Shareholder-Circular-Notice-of-EGM-08-June-2020.pdf). The EGM will be held at 11
a.m. on Monday 08 June 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.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 to us a
preference to receive hard copies of the Notice of EGM. The Circular contains information on the
background to and reasons for the Share Capital Reorganisation, 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 Share Capital Reorganisation
The adverse impact of the COVID-19 pandemic on international business and the uncertainty
surrounding the global economic outlook has provided the Directors with cause to re-evaluate its
current business plans and consider how the Company can be best positioned to move forward when
the current restrictions on business activities are relaxed or removed. The purpose is to exploit the
restrictive global lockdown period to reset and reposition the Company to be able to take full
advantage of the “new normal” post COVID-19, especially within its area of strategic interest.
As a group operating across UK, Mozambique, Botswana, Tanzania and South Africa, the Company is
well placed to avail of the many business opportunities this geographic spread can create but it is also
exposed to many risks, not least, the disruption to its on-going international operational and financing
activities that the current crises is causing. This disruption and current temporary reduction in field
operational activity presents an opportunity for the Company to implement a share capital
reorganisation that your Board believes will ultimately benefit the Company, make it more attractive
for further investment and crystalize the inherent value of its energy projects.
The Directors believe that now is the correct time to implement the proposals contained herein to
best prepare the Company for the challenging economic environment expected in the aftermath of
the pandemic. The Directors believe that the universal need for reliable, sustainable and affordable
electricity will be more critical than ever when this pandemic is over, and we wish to prepare the
Company to emerge from this unprecedented period well placed to meet this challenge head on.
In addition to the share capital reorganisation proposal outlined in this document, the Company is
currently carrying out an in-depth internal review of all its projects to assess and determine how the
timeline to bring each to fruition can be accelerated and shortened and in which way resources can
and should be reallocated and redeployed to achieve this objective. Projects, in terms of which the
review might find no clear and realistic opportunity exists for an accelerated development path, might
be considered for disposal in an appropriate manner. The scope of the review also includes an
assessment to determine how the Company can accelerate the implementation of its renewable
energy strategy as announced to the market in earlier announcements and also take advantage of
new opportunities that have come about as a result of the adverse impact of COVID-19.
The Company is seeking approval from shareholders at the EGM to subdivide and consolidate its share
capital, buy-back and cancel deferred shares created in previous share capital reorganisations and
increase its authorised share capital. Following, and contingent on passing of the Resolutions, the
Board proposes to settle outstanding salaries and fees to directors and senior management in the
amount of €624,370 by the issue of New Ordinary Shares (“Settlement Shares”) at an issue price equal
to the adjusted 10-day VWAP for the period following the date of the EGM.
Each Settlement Share issued will also carry a 3-year warrant with a strike price equal to the issue
price of the Settlement Shares. Due to austerity and rationalisation measures introduced by the
Company over the last 14 months, the Board and senior management have agreed to defer salaries
and fees since February 2019 to assist the Company’s cash flow and the payment to other staff and
service providers, at no additional charge / interest to the Company, while continuing to work
tirelessly to manage the Company through what was and continues to be a very challenging period.
Their agreement to settle these deferred payments with Settlement Shares on the terms outlined
indicates the continued commitment of the Board and management and their belief in the prospects
of the Company and its projects.
The Board believes that the Share Capital Reorganisation (and the payment of the Settlement Shares
Settlement) best position the Company to continue to fund its activities, encourage increased share
trading on AIM and the JSE (AltX), manage its existing debt liabilities and enhance short-term working
capital. For these reasons the Directors are recommending the Share Capital Reorganisation to
Shareholders and will be voting for it in respect of their individual holdings in the Company at the
EGM.
The effect of the Share Capital Reorganisation would be to initially sub-divide the nominal value per
Existing Ordinary Share by a factor of ten, creating Pre-consolidation Shares and 2020 Deferred Shares,
and then to decrease the number of Existing Ordinary Shares in issue at the date of this document pro
rata to approximately 127,227,218 by way of the consolidation into 1 New Ordinary Share of every
10 Pre -consolidation Shares.
There are currently 1,272,272,188 Existing Ordinary Shares in issue, all of which are listed for trading
on AIM and JSE.
The nominal value of the Existing Ordinary Shares is €0.001, and this will remain the nominal value for
the New Ordinary Shares following the Share Capital Reorganisation.
The Existing Ordinary Shares have been trading on AIM over the past six months at prices ranging
between GBP 0.25p and GBP 0.75p. The price at close of business on 12 May 2020 was GBP 0.33p per
share.
Details of the Share Capital Reorganisation
It is proposed that:
Subdivision and consolidation
*each of the issued Existing Ordinary Shares be subdivided into one new 2020 Deferred Share and
one (1) pre-consolidation new ordinary share of €0.0001 each (“Pre-consolidation Share(s)”);
*all of the authorised but unissued Existing Ordinary Shares be subdivided into one (1) 2020
Deferred Share and one Pre-consolidation Share;
*all of the Pre-consolidation Shares in the capital of the Company, whether issued or unissued, be
consolidated into New Ordinary Shares on the basis of one (1) New Ordinary Share for every ten
(10) Pre-consolidation Share each such New Ordinary Share having the rights and being subject to
the restrictions set out in the Articles, provided that any fractions of Existing Ordinary Shares to
which any holder of ordinary shares as defined in the Company’s constitution would otherwise be
entitled arising from such consolidation shall be aggregated and consolidated so far as is possible
into New Ordinary Shares;
Deferred share buy-back and cancellation
*all the issued 2013 Deferred Shares will be purchased by the Company for the total sum of €1.00
following which all the authorised but unissued 2013 Deferred Shares will be cancelled; and
*all of the issued 2019 Deferred Shares will be purchased by the Company for the total sum of
€1.00 following which all the authorised but unissued 2019 Deferred Shares will be cancelled; and
Increase in authorised share capital
*the authorised share capital of the company will be adjusted to reflect the cancellation of the
Existing Deferred Shares and to increase the ordinary share capital from two (2) billion New
Ordinary Shares to Five (5) billion New Ordinary Shares to ensure sufficient authorised capital
headroom is in place to issue more New Ordinary Shares when required.
Table 1 shows the share capital of the Company as at (1) the date of the Circular and (2) following the
EGM (assuming the Company issues no further shares between the date of the Circular and the EGM
and all Resolutions are carried).
Table 2 shows the details of share warrants outstanding at the (1) date of the Circular, (2) following
the EGM.
The Existing Deferred Shares shall be bought back from the proceeds of a new issue of shares in the
Company pursuant to the Companies Act, 2014 as the Company does not hold any distributable
reserves for this purpose. As the Company’s Articles of Association permit each class of Existing
Deferred Shares to be bought back by the Company for an aggregate amount of €1.00 each, New
Ordinary Shares in the amount of 2,000 (“New Issue Shares”) will be allotted at par value by the Board
to accommodate this. These New Issue Shares are included in the total number of ordinary shares in
issue following the EGM shown on Table 1. The amount of Settlement Shares will depend on the VWAP
ten days after the EGM but should it be calculated on the Company share price on AIM at close of
business on the 12 May 2020 of GBP 0.33p, it would result in an additional issue of 16.7 million New
Ordinary Shares and 16.7 warrants. This would result in approximately 143.9 million shares and 83
million warrants in issue in the Company following the Share Capital Reorganisation and issue of
Settlement Shares.
Shareholders should expect to see the security description updated on the Record Date under new
ISIN number IE00BGMGP573 and SEDOL BGMGP57 (SEDOL BGMGQ32 for South African
Shareholders), in order to reflect their holding in Kibo Energy Public Limited Company.
TABLE 1 – SHARE CAPITAL – BEFORE AND AFTER SHARE REORGANISATION
2019 DEFFERRED SHARES OF
ORDINARY SHARES of €0.001 2013 DEFERRED SHARES OF €0.009
€0.014
AUTHORISED ISSUED AUTHORISED ISSUED AUTHORISED ISSUED
At date of this
2,000,000,000 1,272,272,188 3,000,000,000 1,291,394,535 1,000,000,000 805,053,798
document
2020 DEFERRED SHARES OF €0.0009
AUTHORISED ISSUED
Following the
5,000,000,000 127,229,218* 2,000,000,000 1,272,272,188
EGM
*This figure includes the additional 2,000 ordinary shares of €.001 each to be issued to buy back the 2013
Deferred Shares and the 2019 Deferred Shares.
TABLE 2 -WARRANTS IN ISSUE - BEFORE AND AFTER SHARE REORGANISATION
NUMBER OF EXERCISE
ISSUE DATE EXPIRY DATE
WARRANTS PRICE (£)
At date of this
442,222,280 0.008 03 Dec 2019 03 May 2021
document
221,111,140 0.01 03 Dec 2019 03 Nov 2022
Following the EGM 44,222,280 0.08 03 Dec 2019 03 May 2021
22,111,114 0.1 03 Dec 2019 03 Nov 2022
RIGHTS & RESTRICTIONS OF SHARES AFTER SHARE CAPITAL REORGANISATION
Upon implementation of the Share Capital Re-Organisation, Shareholders on the register of members
of the Company at 07:00 p.m. on the Record Date, which is expected to be 08 June 2020, will exchange
ten (10) Existing Ordinary Shares of €0.001 each for one (1) New Ordinary Share of €0.001 each in
proportion to the number of Existing Ordinary shares of €0.001 then held by each such Shareholder.
The proportion of the issued ordinary share capital of the Company held by each Shareholder
following the Share Capital Reorganisation will, save for fractional entitlements, be unchanged and
the nominal value of the ordinary shares of the Company will remain unchanged.
The New Ordinary Shares arising on implementation of the Share Capital Reorganisation will have the
same rights as the Existing Ordinary Shares, including voting, dividend and other rights.
In accordance with the Articles, the Board has determined that fractional shares resulting from the
consolidation of Pre-consolidation Shares will be treated as follows:
1.No Shareholder will be entitled to a fraction of a New Ordinary Share and where, as a result of the
consolidation of Pre-consolidation Shares as described above, any Shareholder would be entitled
to a fraction only of a New Ordinary Share in respect of their holding of Existing Ordinary Shares at
the Record Date (a “Fractional Shareholder”) such fractions shall be aggregated with the fractions of
New Ordinary Shares to which other Fractional Shareholders of the Company may be entitled so as
to form full New Ordinary Shares and sold for the benefit of the Company. This means that any such
Shareholder will not have a resultant shareholding of New Ordinary Shares exactly equal to 10% of
their holding of Existing Ordinary Shares. Fractional entitlements will not be paid to Shareholders.
2.It is proposed that the number of New Ordinary Shares held by Shareholders following the Share
Capital Reorganisation would be rounded down to the nearest whole number where a Shareholder’s
total shareholding in the Company is not exactly divisible by 10.
Shareholders should be aware that if they hold fewer than 10 (ten) Existing Ordinary Shares they
would not be entitled to receive any New Ordinary Share under the Share Capital Reorganisation and
would lose their entire shareholding.
The 2020 Deferred Shares
The 2020 Deferred Shares 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, as detailed in the Articles. Accordingly,
the 2020 Deferred Shares will, for all practical purposes, be valueless and it is the Board’s intention,
at an appropriate time, to purchase the 2020 Deferred Shares for an aggregate consideration of €1.00.
Shareholders should note that contingent on approval and implementation of the proposals outlined
in this document, the 2020 Deferred Shares will be the only class of deferred shares remaining in the
share capital of the Company following the buy-back and cancellation of the 2013 Deferred Shares
and the 2019 Deferred Shares.
Recommendation of the Board
The Directors consider that the proposed Share Capital Reorganisation is in the best interests of the
Company and its Shareholders as a whole.
Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions being
proposed at the Extraordinary General Meeting, as they intend to do or procure to be done in respect
of their own and their connected persons’ beneficial holdings, representing approximately 4.56 per
cent. of the Existing Ordinary Shares.
Resolutions
The following resolutions are being put before the meeting:
1.To subdivide the issued share capital of the Company
2.To amend the share capital clause of the Memorandum of Association following subdivision of
share capital of the Company
3.To amend the share capital clause of the Articles of Association following the subdivision of share
capital of the Company
4.To consolidate the authorised but unissued Pre-consolidation Shares of the Company
5.To consolidate the issued Pre-consolidation Shares of the Company
6.To authorise the Company to purchase the 1,291,394,535 2013 Deferred Shares
7.To authorise the Company to purchase 805,053,798 2019 Deferred Shares
8 To decrease the authorised share capital of the Company by the cancellation of the authorised
2013 Deferred Shares of the Company.
9. To decrease the authorised share capital by the cancellation of the authorised 2019 Deferred
Shares of the Company.
10.To amend the share capital clause of the Memorandum of Association following reduction in
share capital
11.To amend the share capital clause of the Articles of Association following the reduction in share
capital
12.To increase share capital of the Company following the subdivision and consolidation
13.To amend the share capital clause of the Memorandum of Association following the increase in
authorised share capital
14.To amend the share capital clause of the Articles of Association following the increase in share
capital and the buyback of the 2013 Deferred Shares and 2019 Deferred Shares.
The expected timetable of events for the EGM and capital reorganisation is set out below:
EXPECTED TIMETABLE OF PRINCIPAL EVENTS – AIM SHAREHOLDERS
Record Date for posting to Shareholders Friday,08 May 2020
Document posted to Shareholders Friday,15 May 2020
Last Day to trade to be eligible to vote at EGM Friday, 05 June 2020
Latest time and date for receipt of Forms of Proxy 11:00 a.m. on Saturday, 06 June 2020
Latest date to lodge Crest Deposits with Crest for Existing Ordinary Friday, 05 June 2020
Shares
Extraordinary General Meeting 11:00 a.m. on Monday, 08 June 2020
Record Date for the Share Capital Reorganisation Monday, 08 June 2020
Admission effective and commencement of dealings in the New
Ordinary Shares 7:00 a.m. on Tuesday, 09 June 2020
New Ordinary Shares credited to certificated accounts and to Tuesday, 09 June 2020
CREST or STRATE accounts
Despatch of definitive share certificates for New Ordinary Shares Friday, 19 June 2020
in certificated form by no later than
*EXPECTED TIMETABLE OF PRINCIPAL EVENTS – JSE (ALTX) SHAREHOLDERS
Record date for Shareholders to receive the circular and Notice of
meeting Friday, 08 May, 2020
Circular and Notice of Extraordinary General Meeting announced on
SENS and distributed on Friday, 15 May, 2020
Last day to trade to be eligible to participate and vote at the
Extraordinary General Meeting Tuesday, 02 June, 2020
Extraordinary General Meeting record date for Kibo shareholders to
be entitled to participate Friday, 05 June, 2020
Last day to lodge forms of proxy with Transfer Secretaries by 17h:00
on Friday, 05 June, 2020
Suspension of movement of existing ordinary shares (close of
business) Friday, 05 June, 2020
Extraordinary General Meeting to be held at 12h00 on Monday, 08 June, 2020
Results of Extraordinary Meeting published on SENS on Monday, 08 June, 2020
Finalisation information announced on SENS by 14h00 on Monday, 08 June 2020
Last day to trade in the existing ordinary shares for the consolidation Monday, 08 June 2020
Trading in the New Ordinary Shares under the new ISIN
IE00BGMGP573 and SEDOL BGMGQ32 on
Tuesday, 09 June 2020
Admission of the New Ordinary Shares on the JSE on Tuesday, 09 June 2020
Record date to be eligible to participate in the Share Capital
Reorganisation Thursday, 11 June 2020
Movement of existing ordinary shares open (commencement of
business) Friday, 12 June 2020
Dematerialised shareholders accounts at CSDP/broker updated to
reflect the New Ordinary Shares Friday, 12 June 2020
Issue of replacement share certificates or other documents of title
to certificated shareholders, provided that the old share certificates
have been lodged with the South African transfer secretaries by
12:00 on Friday, xx June 2020 (share certificates received after this
time will be posted within 5 business days of receipt) Friday, 12 June 2020
* All dates and times quoted above are local dates and times in South Africa. The above dates and
times are subject to change. Any changes will be released on SENS.
*Share certificates may not be dematerialised or rematerialised between Tuesday, 09 June 2020
and Thursday, 11 June 2020, both days inclusive, nor may transfers of shares between subregisters
in the United Kingdom and South Africa take place between Friday, 05 June 2020 and Thursday, 11
June 2020, both days inclusive
References to times and dates in in the tables above are to times and dates in Dublin, Ireland unless
otherwise indicated
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 Kibo Energy PLC Chief Executive Officer
info@kibo.energy
Andreas Lianos +27 (0) 83 4408365 River Group Corporate and Designated
Adviser on JSE
+44 (0) 20 7392 1494 ETX Capital Limited Joint Broker
Philip Adler
Bhavesh Patel / +44 20 3440 6800 RFC Ambrian Limited NOMAD on AIM
Stephen Allen
Isabel de Salis / +44 (0) 20 7236 1177 St Brides Partners Investor and Media Relations
Beth Melluish Ltd 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
15 May 2020
Corporate and Designated Adviser
River Group
Date: 15-05-2020 04:00:00
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