Board Change • Aug 08
No independent directors Following the recent departure of a director, there are no independent directors on the board. The company's board is composed of: No independent directors. 3 non-independent directors. Non-Executive Chairman Clive Charles Roberts was the last director to join the board, commencing their role in 2024. The company's lack of independent directors is a risk according to the Simply Wall St Risk Model. New Risk • Jul 13
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended June 2024. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risks Negative equity (-UK£2.1m). Revenue has declined by 66% over the past year. Shareholders have been substantially diluted in the past year (139% increase in shares outstanding). Revenue is less than US$1m (UK£319k revenue, or US$431k). Market cap is less than US$10m (R21.4m market cap, or US$1.19m). Minor Risk Latest financial reports are more than 6 months old (reported June 2024 fiscal period end). Board Change • May 29
No independent directors Following the recent departure of a director, there are no independent directors on the board. The company's board is composed of: No independent directors. 3 non-independent directors. Non-Executive Chairman Clive Charles Roberts was the last director to join the board, commencing their role in 2024. The company's lack of independent directors is a risk according to the Simply Wall St Risk Model. Board Change • Apr 29
No independent directors Following the recent departure of a director, there are no independent directors on the board. The company's board is composed of: No independent directors. 3 non-independent directors. Non-Executive Chairman Clive Charles Roberts was the last director to join the board, commencing their role in 2024. The company's lack of independent directors is a risk according to the Simply Wall St Risk Model. Board Change • Mar 24
No independent directors Following the recent departure of a director, there are no independent directors on the board. The company's board is composed of: No independent directors. 3 non-independent directors. Non-Executive Chairman Clive Charles Roberts was the last director to join the board, commencing their role in 2024. The company's lack of independent directors is a risk according to the Simply Wall St Risk Model. Board Change • Mar 02
No independent directors Following the recent departure of a director, there are no independent directors on the board. The company's board is composed of: No independent directors. 3 non-independent directors. Non-Executive Chairman Clive Charles Roberts was the last director to join the board, commencing their role in 2024. The company's lack of independent directors is a risk according to the Simply Wall St Risk Model. Duyuru • 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. Duyuru • 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. Duyuru • 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. Duyuru • 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 (R17.3m 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). Duyuru • 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. Duyuru • Jun 08
Louis Coetzee, Interim Chairman Steps Down as Director of Kibo Energy PLC Kibo Energy PLC announced that Louis Coetzee, the Company's interim Chairman will step down as Director following Corporate Restructuring and Repositioning. New Risk • Apr 16
New minor risk - Financial data availability The company's latest financial reports are more than 6 months old. Last reported fiscal period ended June 2023. This is considered a minor risk. If the company has not reported its earnings on time, it may have been delayed due to audit problems or it may be finding it difficult to reconcile its accounts. Currently, the following risks have been identified for the company: Major Risks Share price has been highly volatile over the past 3 months (56% average weekly change). Earnings have declined by 36% per year over the past 5 years. Market cap is less than US$10m (R38.3m market cap, or US$2.01m). Minor Risks Latest financial reports are more than 6 months old (reported June 2023 fiscal period end). Shareholders have been diluted in the past year (43% increase in shares outstanding). Significant insider selling over the past 3 months (R463k sold). Revenue is less than US$5m (UK£930k revenue, or US$1.2m). Recent Insider Transactions • Feb 01
Chief Operating Officer recently sold R463k worth of stock On the 29th of January, Louis Scheepers sold around 49m shares on-market at roughly R0.0095 per share. This transaction amounted to 83% of their direct individual holding at the time of the trade. This was the largest sale by an insider in the last 3 months. This was Louis' only on-market trade for the last 12 months. Duyuru • Jan 11
Kibo Energy PLC Announces Board Changes Kibo Energy PLC announces that Mr. Ajay Saldanha is retiring as a non-executive director of the Company with effect from 10 January 2024. Mr. Saldanha's retirement is because of his increased work commitments outside of Kibo and therefore his inability to continue to make the time commitment that his role as a non-executive director of Kibo requires. The Company is in the process of identifying a replacement independent non-executive director and will announce once the preferred candidate is identified. Additionally, the Company announced that its current Chief Financial Officer, Mr. Jacobus (Cobus) van der Merwe, has, subject to the completion of regulatory checks, agreed to join the board. Mr. van der Merwe will continue as a member of the executive management team of the Company in his new position as Financial Director. Mr. van der Merwe is a qualified Chartered Accountant (South Africa) and has held senior financial, managerial and executive level positions for over 15 years in the investment management and energy, utilities and resources sectors. He has significant experience servicing clients based in the United Kingdom, Ireland and Africa with specific reference to the Energy and Resources industries. Further to this, he has extensive experience in managing bespoke investment portfolios for high net-worth individuals, including capital raising and facilitating deal making. Cobus is a member of the South African Institute of Chartered Accountants (SAICA), and also hold a BCom degree in Accounting and a BCompt Honours degree in Accounting Science. Duyuru • Nov 15
Kibo Energy PLC, Annual General Meeting, Dec 07, 2023 Kibo Energy PLC, Annual General Meeting, Dec 07, 2023, at 12:00 Coordinated Universal Time. Location: The Grand Canal Hotel, Grand Canal Street Upper Dublin 04 Ireland Agenda: To receive, consider and adopt the financial statements for the year ended 31 December 2022 together with the Directors and Auditors Reports thereon; to authorise the Directors to fix the remuneration of the Auditors; to re-elect Mr. Noel O'Keeffe as a Director of the Company who retires by rotation in accordance with Regulation 89 of the Articles of Association of the Company and being eligible, offers himself for re-election; to re-elect Mr. Ajay Saldanha who was appointed as a Director of the Company within the year and who retires in accordance with Regulation 92 of the Articles of Association of the Company and being eligible, offers himself for re-election; and to consider other matters. Duyuru • Oct 05
Shumba Energy (Pty) Ltd entered into a definitive agreement to acquire 35% stake in Kibo Energy Botswana (Pty) Ltd from Kibo Energy PLC (AIM:KIBO) for $0.38 million. Shumba Energy (Pty) Ltd entered into a definitive agreement to acquire 35% stake in Kibo Energy Botswana (Pty) Ltd from Kibo Energy PLC (AIM:KIBO) for $0.38 million on October 4, 2023. The purchase consideration will be paid through the share of Shumba Energy Ltd which is listed in the Botswana Stock Exchange calculated on the basis of the volume-weighted average price of shares in Shumba as traded over 30 (thirty) trading days prior to the issue date, and rounded up or down to the nearest number of whole shares. James Biddle and Roland Cornish of Beaumont Cornish Limited acted as financial advisor to Kibo Energy PLC (AIM:KIBO). Reported Earnings • Oct 05
First half 2023 earnings released: EPS: UK£0 (vs UK£0.001 loss in 1H 2022) First half 2023 results: EPS: UK£0 (improved from UK£0.001 loss in 1H 2022). Revenue: UK£198.4k (down 35% from 1H 2022). Net loss: UK£1.49m (loss narrowed 9.2% from 1H 2022). Revenue is forecast to grow 29% p.a. on average during the next 2 years, compared to a 9.3% growth forecast for the Global Renewable Energy industry. Over the last 3 years on average, earnings per share has fallen by 12% per year but the company’s share price has fallen by 37% per year, which means it is performing significantly worse than earnings. New Risk • Jun 30
New major risk - Revenue and earnings growth Earnings have declined by 43% per year over the past 5 years. This is considered a major risk. Ultimately, shareholders want to see a good return on their investment and that generally comes from sharing in the company's profits. If profits are declining over an extended period, then in most cases the share price will decline over time unless the company can turn around its fortunes. A trend of falling earnings can be very difficult to turn around. If the company is well already established it may also be a sign the company has matured and is in decline. In addition, if the company pays dividends it will also likely need to reduce or cut them, striking a dual blow to total shareholder returns. Currently, the following risks have been identified for the company: Major Risks Less than 1 year of cash runway based on free cash flow trend (-UK£4.0m free cash flow). Share price has been highly volatile over the past 3 months (29% average weekly change). Earnings have declined by 43% per year over the past 5 years. Market cap is less than US$10m (R51.8m market cap, or US$2.72m). Minor Risks Shareholders have been diluted in the past year (24% increase in shares outstanding). Revenue is less than US$5m (UK£1.0m revenue, or US$1.3m). Duyuru • Jan 18
Kibo Announces Optimization Improvement Decision to First South African Waste-To-Energy Project Kibo Energy PLC announced the Company's decision to potentially introduce an additional revenue stream to its 2.7 MW plastic-to-syngas power plant (the 'Project'), which sits within the 65%-owned Sustineri Energy (Pty) Ltd, following the Company's previous announcement dated 14 February 2022. This potential new revenue stream involves the production of synthetic oil from non-recyclable plastic waste in addition to the production of electricity from syngas, which promises significant added benefits to the Project. It is expected that the addition of synthetic oil production could significantly increase the Project's profitability and provides the Company with the opportunity to potentially generate revenue much earlier than initially projected. It also contributes materially to de-risking the Project and will make the Project significantly more attractive to a wider spectrum of interested funders, thereby reducing the funding risk. The Company has already determined the technical and commercial viability of synthetic oil production through the current Project design. It is now conducting a comprehensive integration study to determine the full technical, operational and financial impact to the Project in terms of construction, commissioning and, most importantly, ultimate profitability and investment returns. Duyuru • Jan 11
Kibo Energy PLC Appoints Ajay Saldanha as Independent Non-Executive Director Kibo Energy PLC announced the appointment of Ajay Saldanha as an independent non-executive director to its Board of Directors with immediate effect. Ajay Dominic Saldanha (aged 47) is an experienced banking and investment professional with more than 20 years of experience in the power, energy and utilities sector. He has dealt extensively with asset owners, developers and investors in the low-carbon and energy efficiency space. Ajay was Partner and Head of Energy M&A at KPMG until 2017 and prior to that, at Lehman Brothers (& Nomura) since 2001. During his investment banking and advisory tenure, Ajay has led acquisitions and financing of more than $60bn, related to assets in the UK, Europe, Asia and sub-Saharan Africa. Ajay is also a qualified chemical plant engineer from the University of Mumbai and obtained his MBA from the Indian Institute of Management, Ahmedabad. Breakeven Date Change • Dec 31
Forecast to breakeven in 2023 The analyst covering Kibo Energy expects the company to break even for the first time. New forecast suggests the company will make a profit of UK£1.20m in 2023. Average annual earnings growth of 170% is required to achieve expected profit on schedule. Board Change • Nov 16
No independent directors Following the recent departure of a director, there are no independent directors on the board. The company's board is composed of: No independent directors. 3 non-independent directors. Executive Director of Capital Projects & Director Chris Schutte was the last director to join the board, commencing their role in 2020. The company's lack of independent directors is a risk according to the Simply Wall St Risk Model. Board Change • May 27
Less than half of directors are independent Following the recent departure of a director, there is only 1 independent director on the board. The company's board is composed of: 1 independent director. 4 non-independent directors. Executive Director of Capital Projects & Director Chris Schutte was the last director to join the board, commencing their role in 2020. The company's minority of independent directors is a risk according to the Simply Wall St Risk Model. Executive Departure • Oct 06
Independent Non-Executive Director Wenzel Johan Kerremans has left the company On the 30th of September, Wenzel Johan Kerremans' tenure as Independent Non-Executive Director ended after 10.3 years in the role. As of June 2021, Wenzel Johan still personally held only 1.19m shares (R131k worth at the time). A total of 2 executives have left over the last 12 months. The current median tenure of the management team is 3.50 years. Executive Departure • Oct 06
Non-Executive Director Lukas Maree has left the company On the 30th of September, Lukas Maree's tenure as Non-Executive Director ended after 10.6 years in the role. As of June 2021, Lukas still personally held 7.42m shares (R816k worth at the time). A total of 2 executives have left over the last 12 months. The current median tenure of the management team is 3.50 years. 