Tillkännagivande • Dec 04
A diverse portfolio of renewable energy projects across Europe and Africa of ESGTI AG has terminated the acquisition of Kibo Energy PLC (AIM:KIBO) from Whilst Peter Williams and others. A diverse portfolio of renewable energy projects across Europe and Africa of ESGTI AG has signed a binding term sheet to acquire Kibo Energy PLC (AIM:KIBO) from Whilst Peter Williams and others for €400 million in a reverse merger transaction on September 16, 2024. The Proposed Acquisition will constitute a reverse takeover ("RTO") under the AIM Rules for Companies (the "AIM Rules") as, inter alia, the consideration for the Proposed Acquisition is substantially larger than the Company's current market capitalization and therefore, in accordance with Rule 14 of the AIM Rules, will require application to be made for the enlarged share capital to be readmitted to AIM ("Admission"), the publication of an AIM admission document ("Admission Document") and approval by the shareholders of the Company at a general meeting. Under the terms of agreement, the assets to be acquired under the Proposed Acquisition (the "Transaction Assets") comprise 36 development projects spanning 15 countries from early stage to under construction with a target of 20 Gigawatts (GW) generation capacity within 6 years. The Term Sheet envisages a consideration for the Transaction Assets of €400 million which remains subject to due diligence i.e., the RTO is expected to be accompanied by a share consolidation of the share capital of the Company in the ratio of 1 share for every 5,000 shares held. The Company's 19.52% shareholding in Mast Energy Developments PLC ("MED") currently held through KMCL will not be included in the KMCL Disposal. As consideration for the KMCL Disposal, the Arranger (being the acquirer) is assuming the Historic Payroll Liabilities. The settlement of this historical payroll debt will significantly reduce the existing debt on the Group's balance sheet. Whilst Peter Williams, the Company's 28.32% shareholder, holds a position within the greater Aria Capital Management Group, Aria Capital Management is not a Related Party of the Company under the AIM Rules for Companies. The Company, Vendor and Arranger are committed to completing the RTO during which time the Company will remain suspended on AIM. The Company and Arranger are working together to secure the Pre-RTO funding to cover its working capital costs including making further creditor settlements and the costs of engaging advisers and meeting other transactional costs associated with acquiring the Transaction Assets and completing the RTO. The placement that will accompany the reverse takeover will aim to raise €30 million.
The Term Sheet is subject to standard conditions precedent including, inter alia, completion of satisfactory mutual due diligence by all parties, board and shareholder approvals, AIM & other relevant regulatory authorities including obtaining waiver from Irish Takeover Panel where required, and approvals by Kibo Shareholders for the RTO at a General Meeting. An additional condition precedent to the signing of the Term Sheet is the disposal of the Company's wholly owned Cyprus subsidiary Kibo Mining (Cyprus) Limited ("KMCL") (the "KMCL Disposal") to the Arranger for which a conditional Sale & Purchase Agreement had been agreed with the Arranger and is expected to be signed within the next 5 business days. The KMCL Disposal is subject to Shareholder approval to be obtained at a General Meeting of the Company, as required under AIM Rule 15. Additionally, the Kibo board, on approval by Shareholders of the KMCL Disposal, would consider the Company to be an AIM Rule 15 cash shell. The transaction is expected that it will be closer to end of 2024. On October 11, 2024 Kibo Energy PLC shareholders have approved its proposed acquisition. Kibo asked its shareholders to vote on the deal at an extraordinary general meeting on Friday. Kibo shares are suspended both in London and Johannesburg.
The Proposed Acquisition is being arranged by Aria Capital Management Limited, a global asset management company. James Biddle and Roland Cornish of Beaumont Cornish Limited acted as financial advisor to Kibo Energy PLC.
A diverse portfolio of renewable energy projects across Europe and Africa of ESGTI AG has terminated the acquisition of Kibo Energy PLC (AIM:KIBO) from Whilst Peter Williams and others on December 2, 2024. Kibo Energy terminated the Term Sheet for the proposed Reverse Takeover as does not now have sufficient time to secure all relevant information in a timely manner necessary to complete the RTO particularly. Tillkännagivande • Sep 20
Absolute Return Investment Advisers Ltd. has now signed the Sale & Purchase Agreement to acquire Kibo Mining Cyprus Limited from Kibo Energy PLC (AIM:KIBO). Absolute Return Investment Advisers Ltd. has now signed the Sale & Purchase Agreement to acquire Kibo Mining Cyprus Limited from Kibo Energy PLC (AIM:KIBO) on September 19, 2024. Completion of the Sale & Purchase Agreement is only conditional on receiving Shareholder approval for the KMCY Disposal from Kibo Energy PLC. James Biddle and Roland Cornish of Beaumont Cornish Limited acted as financial advisor to Kibo Energy PLC in the transaction. Tillkännagivande • Sep 18
A diverse portfolio of renewable energy projects across Europe and Africa of ESGTI AG has signed a binding term sheet to acquire Kibo Energy PLC (AIM:KIBO) from Whilst Peter Williams and others for €400 million in a reverse merger transaction. A diverse portfolio of renewable energy projects across Europe and Africa of ESGTI AG has signed a binding term sheet to acquire Kibo Energy PLC (AIM:KIBO) from Whilst Peter Williams and others for €400 million in a reverse merger transaction on September 16, 2024. The Proposed Acquisition will constitute a reverse takeover ("RTO") under the AIM Rules for Companies (the "AIM Rules") as, inter alia, the consideration for the Proposed Acquisition is substantially larger than the Company's current market capitalization and therefore, in accordance with Rule 14 of the AIM Rules, will require application to be made for the enlarged share capital to be readmitted to AIM ("Admission"), the publication of an AIM admission document ("Admission Document") and approval by the shareholders of the Company at a general meeting. Under the terms of agreement, the assets to be acquired under the Proposed Acquisition (the "Transaction Assets") comprise 36 development projects spanning 15 countries from early stage to under construction with a target of 20 Gigawatts (GW) generation capacity within 6 years. The Term Sheet envisages a consideration for the Transaction Assets of €400 million which remains subject to due diligence i.e., the RTO is expected to be accompanied by a share consolidation of the share capital of the Company in the ratio of 1 share for every 5,000 shares held. The Company's 19.52% shareholding in Mast Energy Developments PLC ("MED") currently held through KMCL will not be included in the KMCL Disposal. As consideration for the KMCL Disposal, the Arranger (being the acquirer) is assuming the Historic Payroll Liabilities. The settlement of this historical payroll debt will significantly reduce the existing debt on the Group's balance sheet. Whilst Peter Williams, the Company's 28.32% shareholder, holds a position within the greater Aria Capital Management Group, Aria Capital Management is not a Related Party of the Company under the AIM Rules for Companies. The Company, Vendor and Arranger are committed to completing the RTO during which time the Company will remain suspended on AIM. The Company and Arranger are working together to secure the Pre-RTO funding to cover its working capital costs including making further creditor settlements and the costs of engaging advisers and meeting other transactional costs associated with acquiring the Transaction Assets and completing the RTO. The placement that will accompany the reverse takeover will aim to raise €30 million.
The Term Sheet is subject to standard conditions precedent including, inter alia, completion of satisfactory mutual due diligence by all parties, board and shareholder approvals, AIM & other relevant regulatory authorities including obtaining waiver from Irish Takeover Panel where required, and approvals by Kibo Shareholders for the RTO at a General Meeting. An additional condition precedent to the signing of the Term Sheet is the disposal of the Company's wholly owned Cyprus subsidiary Kibo Mining (Cyprus) Limited ("KMCL") (the "KMCL Disposal") to the Arranger for which a conditional Sale & Purchase Agreement had been agreed with the Arranger and is expected to be signed within the next 5 business days. The KMCL Disposal is subject to Shareholder approval to be obtained at a General Meeting of the Company, as required under AIM Rule 15. Additionally, the Kibo board, on approval by Shareholders of the KMCL Disposal, would consider the Company to be an AIM Rule 15 cash shell. The transaction is expected that it will be closer to end of 2024.
The Proposed Acquisition is being arranged by Aria Capital Management Limited, a global asset management company. James Biddle and Roland Cornish of Beaumont Cornish Limited acted as financial advisor to Kibo Energy PLC. Tillkännagivande • Jul 18
Kibo Energy plc Appoints Clive Roberts as Director and Non-Executive Chairman, Effective July 18, 2024 Kibo Energy PLC announced that further to its announcement of July 5, 2024, Mr. Clive Roberts has now been appointed to the Kibo board as a director and non-executive Chairman effective July 18, 2024. Clive Charles Herbert Roberts (Aged 61) had a 30-year career in investment banking, including 22 years at ABN AMRO Hoare Govett, and has spent the last 10 years investing in startups and AIM companies. He has helped raise many millions of investment funds for multiple companies and his market experience will be extremely valuable to KIBO going forward. New Risk • Jul 17
New major risk - Shareholder dilution The company's shareholders have been substantially diluted in the past year. Increase in shares outstanding: 63% This is considered a major risk. Shareholder dilution occurs when there is an increase in the number of shares on issue that is not proportionally distributed between all shareholders. Often due to the company raising equity capital or some options being converted into stock. All else being equal, if there are more shares outstanding then each existing share will be entitled to a lower proportion of the company's total earnings, thus reducing earnings per share (EPS). While dilution might not always result in lower EPS (like if the company is using the capital to fund an EPS accretive acquisition) in a lot cases it does, along with lower dividends per share and less voting power at shareholder meetings. Currently, the following risks have been identified for the company: Major Risks Shareholders have been substantially diluted in the past year (63% increase in shares outstanding). Market cap is less than US$10m (€877.9k market cap, or US$957.0k). Minor Risks Latest financial reports are more than 6 months old (reported June 2023 fiscal period end). Revenue is less than US$5m (UK£930k revenue, or US$1.2m). Tillkännagivande • Jun 09
Louis Coetzee Steps Down as Chief Executive Officer of Kibo Energy PLC Kibo Energy PLC announced that Louis Coetzee, the Company's Chief Executive Officer will step down as CEO following Corporate Restructuring and Repositioning. Officer will step down as CEO and Director. Further involvement of Louis Coetzee with the Kibo Board is to be finalized. 