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21 Oct 2019 07:00
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 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 Held Prior to Issue of Placing Shares | % Holding in Kibo Before Issue of Placing Shares
|
| Number of Placing Shares Issued | Number of Kibo Shares Held after Issue of Placing Shares | Total Value of Placing Shares Issued at Deemed Value of GBP 0.0045 per Kibo Share
| % Holding in Kibo After Issue of Placing Shares
| ||
Name | Position | |||||||
Christian Schaffalitzky & Related Parties | Non-Exec Chairman | 2,119,842 | 0.26 | 3,885,000 | 6,004,842 | £17,483 | 0.48 | |
Louis Coetzee & Related Parties | Exec. Director | 8,065,996 | 1.00 | 11,440,000 | 19,505,996 | £51,480 | 1.56 | |
Tinus Maree & Related Parties | Exec Director | 2,934,200 | 0.36 | 4,485,600 | 7,419,800 | £20,185 | 0.59 | |
Andreas Lianos & Related Parties | Non-Exec. Director | 7,588,633 | 0.94 | 9,485,000 | 17,073,633 | £42,683 | 1.37 | |
Noel O'Keeffe & Related Parties | Non-Exec. Director | 3,591,447 | 0.45 | 3,445,600 | 7,037,047 | £15,505 | 0.56 | |
Wenzel Kerremans | Non-Exec Director | 376,241 | 0.05 | 815,000 | 1,191,241 | £3,668 | 0.10 | |
Louis Scheepers & Related Parties | Senior Management | 3,009,914 | 0.37 | 7,380,600 | 10,390,514 | £33,213 | 0.83 | |
Pieter Krugel | Senior Management | 0 | 0.00 | 12,330,000 | 12,330,000 | £55,485 | 0.99 | |
TOTALS | 27,686,273 | 3.44 | 53,266,800 | 80,953,073 | £239,701 | 6.49 | ||
Table 2: Directors' and Senior Management's Warrant Holding Position Before & After Placing
BEFORE PLACING | AFTER PLACING | |||||||
Warrants Issued at 0.8p | Warrants Issued at 1p | |||||||
Warrants Held Prior to Issue of Placing Shares |
| Number of Placing Warrants exercisable at 0.8p | Expiry Date | Number of Placing Warrants exercisable at 1p (half warrants) | Expiry Date
| Total Number of Warrants | ||
Name | Position | |||||||
Christian Schaffalitzky & Related Parties | Non-Exec Chairman | 0 | 3,885,000 | 3 May 2021 | 1,942,500 | 3 Nov 2022 | 5,827,500 | |
Louis Coetzee & Related Parties | Exec. Director | 0 | 11,440,000 | 3 May 2021 | 5,720,000 | 3 Nov 2022 | 17,160,000 | |
Tinus Maree & Related Parties | Exec Director | 0 | 4,485,600 | 3 May 2021 | 2,242,800 | 3 Nov 2022 | 6,728,400 | |
Andreas Lianos & Related Parties | Non-Exec. Director | 0 | 9,485,000 | 3 May 2021 | 4,742,500 | 3 Nov 2022 | 14,227,500 | |
Noel O'Keeffe & Related Parties | Non-Exec. Director | 0 | 3,445,600 | 3 May 2021 | 1,722,800 | 3 Nov 2022 | 5,168,400 | |
Wenzel Kerremans | Non-Exec Director | 0 | 815,000 | 3 May 2021 | 407,500 | 3 Nov 2022 | 1,222,500 | |
Louis Scheepers & Related Parties | Senior Management | 0 | 7,380,600 | 3 May 2021 | 3,690,300 | 3 Nov 2022 | 11,070,900 | |
Pieter Krugel | Senior Management | 0 | 12,330,000 | 3 May 2021 | 6,165,000 | 3 Nov 2022 | 18,495,000 | |
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 Shares subscribed for | Number of Kibo Shares Held after Issue of Placing Shares * | % Holding in Kibo After Issue of Placing Shares
| |
Name | |||
Sanderson Capital Partners Limited & Related Parties | 55,555,556 | 175,555,556 | 14.08 |
Shumba Energy Limited & Related Parties | 0 | 128,053,893 | 10.27 |
Yakoub Yakoubov & Related Parties | 3,333,333 | 36,333,333 | 2.91 |
TOTALS | 58,888,889 | 339,942,782 | 27.25 |
* 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 |
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 |
Bhavesh Patel/Stephen Allen | +44 20 3440 6800 | RFC Ambrian Limited | NOMAD on AIM |
Isabel de Salis / Beth Melluish | +44 (0) 20 7236 1177 | St Brides Partners Ltd | Investor and Media 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
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