Notice of EGM to Approve Increase in 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

 

Dated: 31 July 2020

Kibo Energy PLC

Notice of Extraordinary General Meeting to Approve Increase in Company's Share Capital

 

Kibo Energy PLC ('Kibo' or the 'Company'), the multi-asset, Africa focused energy company, announces that a shareholder circular (the 'Circular') containing details of a proposed increase in the Company's share capital including a Notice of Extraordinary General Meeting ('EGM') & Sample Proxy Form ('Notice of EGM') is now available on the Company's website: https://kibo.energy/wp-content/uploads/Shareholder-Circular-Notice-of-EGM-24-August-2020.pdf

 

The EGM will be held at 11 a.m. on Monday 24 August 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-Aug-EGM.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 a preference to receive hard copies. The Circular contains information on the background to and reasons for the proposed increase in authorised share capital 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 Increase in Authorised Share Capital

On the 08 June 2020 the Company held an extraordinary general meeting ('June EGM').  The special resolutions tabled did not receive the mandatory 75% threshold of approval by shareholders voting by proxy and, as the passing of all resolutions were interdependent, the proposed share capital reorganisation and increase in authorised share capital were not approved.

 

Since the June EGM, the Company has had extensive discussions on alternative development strategies, particularly in terms of securing funding which has become increasingly challenging following the June EGM result and as a consequence of the on-going COVID-19 pandemic. Kibo has now secured a £1 million funding facility ('the Facility'), the details of which were announced on 25 June 2020 (available on the RNS section of the Company's website at https://kibo.energy/index.php/investor-relations/rns-sens-releases/).

 

As noted in the RNS/SENS of 25 June 2020, the Company has a requirement to increase its authorised share capital in order to meet its fee and warrant issue obligations pursuant to the Facility and to fully avail of the Facility. This EGM is therefore solely for the purpose of seeking shareholder approval to increase the authorised share capital sufficiently to ensure the Company has enough Ordinary Share headroom to meet these obligations and to provide the ability to consider, and if appropriate, implement additional further funding options in the medium term.

 

Increase in authorised share capital

The authorised share capital of the Company will be adjusted to increase the Ordinary Share capital from two billion Ordinary Shares to five billion Ordinary Shares to ensure sufficient authorised Ordinary Share capital available to issue more Ordinary Shares when required.

 

Table 1 shows the share capital of the Company as at (1) the date of this document and (2) following the EGM (assuming the Company issues no further shares between the date of this document and the EGM and all Resolutions are carried).

 

TABLE 1 -SHARE CAPITAL - BEFORE AND AFTER INCREASE IN AUTHORISED SHARE CAPITAL

 

	ORDINARY SHARES  (of €0.001 each)			2013 DEFERRED SHARES  (of €0.009 each)			2019 DEFFERRED SHARES  (of €0.014 each)
	AUTHORISED	ISSUED		AUTHORISED	ISSUED		AUTHORISED	ISSUED
At date of this document	2,000,000,000	1,294,490,188		3,000,000,000	1,291,394,535		1,000,000,000	805,053,798
Following the EGM	5,000,000,000	1,294.490,188		3,000,000,000	1,291,394,535		1,000,000,000	805,053,798

 

Recommendation of the Board

The Directors consider that the proposed increase in Authorised Share Capital is in the best interests of the Company and its shareholders.  Accordingly, the Directors unanimously recommend that shareholders vote in favour of the resolutions being proposed at the EGM, as they intend to do or procure to be done in respect of their own and their connected persons' beneficial holdings, representing approximately 4.49% per cent. of the Ordinary Shares.

 

Resolutions

The following resolutions are being put before the meeting:

1. To increase share capital of the Company.

2. To amend the share capital clause of the Memorandum of Association following the increase in authorised share capital.

3. To amend the share capital clause of the Articles of Association following the increase in authorised share capital.

EXPECTED TIMETABLE OF PRINCIPAL EVENTS - AIM SHAREHOLDERS

Document posted to Shareholders	Friday, 31 July 2020
Latest time and date for receipt of Forms of Proxy with Registrars by	11h:00 on Saturday, 22 August 2020
Extraordinary General Meeting to be held at 17 Pembroke Street Upper, Dublin 2 at   Results of Extraordinary General Meetings published on RNS on	11h:00 on Monday, 24 August 2020     Monday,24 August 2020

 

References to times and dates in in the table above are to times and dates in Dublin, Ireland unless otherwise indicated

 

*EXPECTED TIMETABLE OF PRINCIPAL EVENTS - JSE (ALTX) SHAREHOLDERS

Record date for posting	Friday, 24 July 2020
Document posted to Shareholders	Friday, 31 July 2020
Last day to trade to be eligible to vote at the meeting	Tuesday, 11 August 2020
Record date	Friday, 14 August 2020
Latest time and date for receipt of Forms of Proxy with Transfer Secretaries by	17h:00 on Friday, 21 August 2020
Extraordinary General Meeting to be held at 17 Pembroke Street Upper, Dublin 2 on	12h00 on Monday, 24 August 2020
Results of Extraordinary General Meeting published on SENS on	Monday, 24 August 2020

 

* All dates and times quoted in this table are local dates and times in South Africa. The above dates and times are subject to change. Any changes will be released on SENS.

 

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	info@kibo.energy	Kibo Energy PLC	Chief Executive Officer
Andreas Lianos	+27 (0) 83 4408365	River Group	Corporate and Designated Adviser on JSE
Philip Adler	+44 (0) 20 7392 1494	ETX Capital Limited	Joint Broker
Bhavesh Patel / Stephen Allen	+44 20 3440 6800	RFC Ambrian Limited	NOMAD on AIM
Charlotte Page / 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 UK Reserve Power generation market.

 

Johannesburg

31 July 2020

Corporate and Designated Adviser

River Group