TIDMKIBO
RNS Number : 8493K
Kibo Energy PLC
02 September 2019
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 EUR0.001
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 EUR0.015
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 EUR0.015 to EUR0.001 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 EUR0.015 be
subdivided and converted into one new 2019 Deferred Share of
EUR0.014 each and one New Ordinary Share of EUR0.001 each; and
-- all of the authorised but unissued ordinary shares of
EUR0.015 each be subdivided and converted into one 2019 Deferred
Share of EUR0.014 each and one New Ordinary Share of EUR0.001 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 nominal
Existing (Par) nominal value issued Existing Value value
Ordinary value Deferred Shares
Shares
At date
of Circular the 799,053,798 EUR0.015 EUR11,985,807 *1,291,394,535 EUR0.009 EUR11,622,551
-------------- ---- ------------- -------- -------------- ------------------ --------- -----------------
Number of Nominal Aggregate Number of Nominal Aggregate nominal
New Ordinary (Par) nominal value Existing Deferred value value
Shares Value Shares and
2019 Deferred
Shares
-------------- ---- ------------- -------- -------------- ------------------ --------- -----------------
Following *1,291,394,535 EUR0.009 EUR11,622,551
AGM the 799,053,798 EUR0.001 EUR799,054 **799,053,798 EUR0.014 EUR11,186,753
-------------- ---- ------------- -------- -------------- ------------------ --------- -----------------
* 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 EUR1.
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 10 a.m. on 22 September
Proxy 2019
-------------------------
Annual General Meeting 10 a.m. on 24 September
2019
-------------------------
Record Date for the Share Division (nominal 7 p.m. on 24 September
value change) 2019
Admission effective and commencement of dealings 7 a.m. on 25 September
in the New Ordinary Shares 2019
New Ordinary Shares credited to CREST or STRATE
accounts 25 September 2019
Despatch of definitive share certificates for 08 October 2019
New Ordinary Shares in 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 First Equity Limited Joint Broker
2212
------------------- --------------------- -------------------------
Andrew Thomson +61 8 9480 2500 RFC Ambrian Limited NOMAD on AIM
------------------- --------------------- -------------------------
Isabel de Salis +44 (0) 20 7236 St Brides Partners Investor and Media
/ 1177 Ltd Relations Adviser
Gaby Jenner
------------------- --------------------- -------------------------
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
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END
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