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Termination of Term Sheet, Signing of Loan Agreement and Deed of Amendment to RiverFort Loan
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: 03 December 2024
Kibo Energy PLC ('Kibo' or the 'Company')
Termination of Term Sheet, Signing of Loan Agreement and Deed of Amendment to
RiverFort Loan
Kibo Energy PLC (AIM: KIBO; AltX: KBO), the renewable energy-focused development company,
announces that it has terminated the Term Sheet for the proposed Reverse Takeover of the Company
(the "RTO") as announced in the Company's RNS of 16 September 2024 by mutual agreement with
ESTGI AG (the "Vendor") effective 02 December 2024. The Company has taken this decision as it
believes that, it does not now have sufficient time to secure all relevant information in a timely manner
necessary to complete the RTO particularly noting the Company will have been suspended for 6
months on 31 December 2024. The Company will now instead focus on completing and publishing
its audited accounts to 31 December 2023 and interim accounts to 30 June 2024 which are well
advanced, and the Company expects will be published on or before 31 December 2024. This should
then enable the Company's current suspension from trading on AIM to be lifted. Following
resumption of trading, the Company will seek an alternative project portfolio to proceed with a
revised transaction (the "Revised Transaction"). The Company is already evaluating a number of
project acquisition opportunities in this regard and will update the market in due course.
In order to fund the Company while it identifies an alternative transaction, it is pleased to announce
that the Company has signed an unsecured loan agreement (the "Loan Agreement" or "Facility") with
Aria Capital Management Limited (the "Lender" or "Aria"), the Arranger of the Reverse Takeover
of the Company (the "RTO") as announced in the Company's RNS of 16 September 2024. The
Facility provides for drawdowns in multiple traches, the amount of each tranche to be mutually agreed
between Lender and Borrower, up to £500,000 in aggregate by the Company to be used for working
capital purposes over the next four months to keep the Company in good standing until it is able to
identify and complete a Revised Transaction and to fund initial costs in this regard.
Summary of Facility Terms
• Comprises a facility for drawdown of up to £500,000 from the signing date of the Loan
Agreement (being 02 December 2024) up to and including 31 March 2025 (the "Availability
Period").
• Drawdowns under the Facility shall be used to fund the initial costs of an RTO once identified
and announced and /or the working capital of the Company as agreed from time to time
between Aria and the Company and may be drawn down in multiple tranches of no more than
£500,000 in aggregate during the Availability Period, each tranche to be mutually agreed
between Lender and Borrower, with the period in between drawdowns not being less than 30
days. The initial drawdown, required to be provided by Aria within 7 business days from
signing, is being agreed by the Company and is expected to be received shortly.
• Repayment of the outstanding balance on the Facility will be on the Repayment Date defined
as the earlier of 31 March 2025 or the date on which the Company's suspension on AIM is
lifted coinciding with the completion of the Revised Transaction. Repayment will be at the
election of the Lender in any combination of cash and/or newly issued ordinary shares in the
Company at a price per share of £0.000120 being the last closing price of the Company's
shares on AIM prior to the Company being suspended from trading on AIM on 1 July 2024.
• Funds drawn down under the Facility shall bear interest at a rate of 3% per annum and an
arrangement fee of £500 is payable to the Lender, at the election of the Company in either
new ordinary shares of the Company or in cash. Failure to make settlement of all outstanding
amounts on the Repayment Date by the Company will incur an interest charge of 10% per
annum above the base rate of the Bank of England and accrue daily.
• The Facility had been subordinated to an existing facility between the Company and RiverFort
Global Opportunities PCC Limited ("RiverFort") dated 16 February 2022 as amended on 30
September 2024 (the "RiverFort Loan"), and grants RiverFort third party rights with respect
to the enforcement of such subordination rights. Such subordination rights granted to
RiverFort do not apply where the Facility is settled by way of share conversion (i.e.
subordination rights only apply to cash settlements).
• The Loan Agreement is subject to standard conditions covering a loan of this type with regard
to mutual Representation and Warranties, Covenants and Events of Default & Remedies.
RiverFort Loan Amendment
As required under the terms of the RiverFort Loan, the Company has sought and obtained permission
from RiverFort to avail of the Facility. The terms under which this permission is granted by
RiverFort are recorded in another deed of amendment to the RiverFort Loan that has been signed
between RiverFort and the Company on 02 December 2024 (the "RiverFort December Deed of
Amendment" or the "Deed"). The summary terms of the RiverFort December Deed of Amendment
are as follows:
• The outstanding balance on the RiverFort Loan will be reduced by the payment of
£20,000 (the "Partial Repayment") by the Company to £329,787.10 (the "Remaining
Balance") which will accrue interest at a daily rate of 10% per annum. The Partial
Repayment is due within 3 trading days from the date of receipt of the first drawdown
from the Aria Facility.
• If the first drawdown under the Facility has not occurred within 21 days of the date of
the Deed, RiverFort may terminate the Deed and the consent provided by RiverFort
pursuant to the Deed will automatically lapse with effect from the date of the Deed.
Accordingly, any drawdown (or receipt of a prior drawdown) under the Facility
following the date of termination will constitute an Event of Default (as provided
under the terms of the RiverFort Loan).
• Legal cost of £2,500 will be charged by RiverFort to cover their legal costs in the
negotiation of the RiverFort December Deed of Amendment and this charge will be
paid on the earlier of (a) the date of the Partial Repayment being settled and (b) 60
days from the date of this Deed.
• The Remaining Balance and accrued interest will be repayable on the earlier of the
completion of a Revised Transaction (including subsequent re-admission of the
enlarged share capital to AIM) or 30 June 2025.
• Riverfort will enjoy the same conversion rights on the Remaining Balance as Aria
enjoys under the terms of the Facility i.e. repayment will be at the election of RiverFort
in any combination of cash and/or newly issued ordinary shares in the Company at a
price per share of £0.000120 being the last closing price of the Company's shares on
AIM prior to the Company being suspended from AIM on 1 July 2024 (the "RiverFort
Conversion Rights").
• RiverFort may reject any mandatory conversion rights if either (a) the fundraise for
the Revised Transaction is below £5,000,000 (five million GBP); or (b) the enlarged
market capitalization post-closing of a Revised Transaction (or RTO) is less than
£20,000,000 (twenty million GBP); and any shares issued to the Noteholders resulting
from such a conversion will not be subject to any lock-up or trading restrictions.
• the Facility is subordinated to the RiverFort Loan and grants RiverFort third party
rights with respect to the enforcement of such subordination rights.
• Any changes to the Facility will require the prior written permission of RiverFort.
Cobus van der Merwe, Interim CEO of Kibo said: "The Company is pleased that it has successfully
secured the Facility with Aria which will greatly assist in keeping the company in good standing
whilst pursuing alternative opportunities. We would also like to thank RiverFort for their ongoing
support in allowing the Company to obtain the Facility. The Company is appreciative of both
RiverFort and Aria's support which has been instrumental in assisting the company with its
restructuring objectives."
This announcement contains inside information as stipulated under the Market Abuse Regulations
(EU) no. 596/2014.
**ENDS**
For further information please visit www.kibo.energy or contact:
Cobus van der Merwe 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
James Sheehan +44 20 7048 9400 Global Investment Strategy UK Limited 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
03 December 2024
Corporate and Designated Adviser
River Group
Date: 03-12-2024 09:00:00
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