Kibo Energy PLC has announced a significant restructuring and new fundraising plan. The company aims to simplify its operations and enhance its focus on clean and renewable energy.
The restructuring plan was initially announced on June 7, 2024, but has undergone revisions. These changes include board appointments, fundraising adjustments, and creditor conversions.
New Board Appointments
Kibo plans to appoint Cobus van der Merwe as Executive Director. He is currently the Chief Financial Officer. Van der Merwe is a qualified Chartered Accountant with over 15 years of experience in finance and investment management. His expertise spans the UK, Ireland, and Africa.
Clive Roberts, a significant shareholder in Kibo, will join as Non-Executive Director and Chairman. Roberts has a 30-year career in investment banking and a decade of experience investing in startups and AIM companies.
Louis Coetzee, the interim Chairman and CEO, will step down from his executive roles. He will continue to assist Kibo in a consulting capacity. The board will now consist of van der Merwe, Roberts, and Non-Executive Director Noel O’Keeffe.
Revised Fundraising Plans
Kibo has raised £340,000 through a new placing of 3.4 billion shares at 0.01p each. The placing was necessary to support the new board appointments and restructure existing debts. It also aims to provide working capital and pay auditors to initiate work on the Annual Report and Accounts.
The previous plan to raise £500,000 at 0.015p per share has been scrapped. Instead, the revised placing includes £240,000 raised through Shard Capital Partners LLP and £100,000 through two private subscriptions.
Debt Restructuring with RiverFort
Kibo’s arrangement with RiverFort Global Opportunities PCC Limited remains in place. RiverFort agreed to reduce the outstanding debt from £767,205 to £400,000 in exchange for the MED Receivable.
The remaining £400,000 debt is structured as a two-year 10% annual coupon bullet without conversion rights. It is repayable in cash, including accrued interest, no later than 24 months from June 18, 2024.
Creditor Conversion and Restructuring
Kibo’s creditor conversion and restructuring plan remain unchanged, subject to a revised share issue conversion price of 0.01p.
Trade creditors totaling £132,760 and other lenders totaling £141,505 will be converted to equity. This results in the issuance of 2.74 billion shares and 1.58 billion warrants at 0.01p each.
The conversion shares and warrants will be issued once the company receives shareholder authority to increase its share capital at the next General Meeting.
Termination of Funding to Kibo Mining (Cyprus) Ltd
Kibo has terminated funding to its 100% subsidiary, Kibo Mining (Cyprus) Ltd (KMCL), including accrued payroll obligations up to January 31, 2024. KMCL is now responsible for securing alternative financing for its obligations, amounting to £744,826.
Funding for the payroll debt has been secured, subject to successful completion of the placing and signing of definitive agreements.
Balance Sheet Post-Restructuring
Kibo expects a more sustainable total debt and creditor position of £760,861 post-restructuring. The company’s total issued share capital will consist of 7.76 billion shares following the admission of the placing shares.
Director and Related Parties’ Holdings
The holdings of directors and related parties before and after the placing are detailed below:
| Director Name | Kibo Shares Held (Before) | Kibo Options/Warrants (Before) | % of Current Issued Share Capital | Kibo Shares Held (After) | Kibo Options/Warrants (After) | % of Enlarged Issued Share Capital |
|---|---|---|---|---|---|---|
| Louis Coetzee & Related Parties | 223,198,427 | Warrants: 158,541,643 | 5.12% | 223,198,427 | Warrants: 158,541,643 | 2.88% |
| Noel O’Keeffe & Related Parties | 57,234,904 | Warrants: 39,816,997 | 1.31% | 57,234,904 | Warrants: 39,816,997 | 0.74% |
| Clive Roberts & Related Parties | 185,638,590 | None | 4.26% | 185,638,590 | None | 2.39% |
Future Plans and Shareholder Approval
Kibo will seek shareholder approval at its next annual general meeting to increase the company’s authorized share capital. This will allow the issuance of the conversion shares and warrants.
Further details of Kibo’s broader energy strategy, ongoing project reviews, and secondary listing on the Johannesburg Stock Exchange will be announced in due course.
The new board arrangements are expected to cost significantly less than those previously announced. The company remains committed to managing its cash burn until additional funding is secured.
Kibo Energy PLC has announced a significant restructuring and new fundraising plan. The company aims to simplify its operations and enhance its focus on clean and renewable energy.
The restructuring plan was initially announced on June 7, 2024, but has undergone revisions. These changes include board appointments, fundraising adjustments, and creditor conversions.
New Board Appointments
Kibo plans to appoint Cobus van der Merwe as Executive Director. He is currently the Chief Financial Officer. Van der Merwe is a qualified Chartered Accountant with over 15 years of experience in finance and investment management. His expertise spans the UK, Ireland, and Africa.
Clive Roberts, a significant shareholder in Kibo, will join as Non-Executive Director and Chairman. Roberts has a 30-year career in investment banking and a decade of experience investing in startups and AIM companies.
Louis Coetzee, the interim Chairman and CEO, will step down from his executive roles. He will continue to assist Kibo in a consulting capacity. The board will now consist of van der Merwe, Roberts, and Non-Executive Director Noel O’Keeffe.
Revised Fundraising Plans
Kibo has raised £340,000 through a new placing of 3.4 billion shares at 0.01p each. The placing was necessary to support the new board appointments and restructure existing debts. It also aims to provide working capital and pay auditors to initiate work on the Annual Report and Accounts.
The previous plan to raise £500,000 at 0.015p per share has been scrapped. Instead, the revised placing includes £240,000 raised through Shard Capital Partners LLP and £100,000 through two private subscriptions.
Debt Restructuring with RiverFort
Kibo’s arrangement with RiverFort Global Opportunities PCC Limited remains in place. RiverFort agreed to reduce the outstanding debt from £767,205 to £400,000 in exchange for the MED Receivable.
The remaining £400,000 debt is structured as a two-year 10% annual coupon bullet without conversion rights. It is repayable in cash, including accrued interest, no later than 24 months from June 18, 2024.
Creditor Conversion and Restructuring
Kibo’s creditor conversion and restructuring plan remain unchanged, subject to a revised share issue conversion price of 0.01p.
Trade creditors totaling £132,760 and other lenders totaling £141,505 will be converted to equity. This results in the issuance of 2.74 billion shares and 1.58 billion warrants at 0.01p each.
The conversion shares and warrants will be issued once the company receives shareholder authority to increase its share capital at the next General Meeting.
Termination of Funding to Kibo Mining (Cyprus) Ltd
Kibo has terminated funding to its 100% subsidiary, Kibo Mining (Cyprus) Ltd (KMCL), including accrued payroll obligations up to January 31, 2024. KMCL is now responsible for securing alternative financing for its obligations, amounting to £744,826.
Funding for the payroll debt has been secured, subject to successful completion of the placing and signing of definitive agreements.
Balance Sheet Post-Restructuring
Kibo expects a more sustainable total debt and creditor position of £760,861 post-restructuring. The company’s total issued share capital will consist of 7.76 billion shares following the admission of the placing shares.
Director and Related Parties’ Holdings
The holdings of directors and related parties before and after the placing are detailed below:
| Director Name | Kibo Shares Held (Before) | Kibo Options/Warrants (Before) | % of Current Issued Share Capital | Kibo Shares Held (After) | Kibo Options/Warrants (After) | % of Enlarged Issued Share Capital |
|---|---|---|---|---|---|---|
| Louis Coetzee & Related Parties | 223,198,427 | Warrants: 158,541,643 | 5.12% | 223,198,427 | Warrants: 158,541,643 | 2.88% |
| Noel O’Keeffe & Related Parties | 57,234,904 | Warrants: 39,816,997 | 1.31% | 57,234,904 | Warrants: 39,816,997 | 0.74% |
| Clive Roberts & Related Parties | 185,638,590 | None | 4.26% | 185,638,590 | None | 2.39% |
Future Plans and Shareholder Approval
Kibo will seek shareholder approval at its next annual general meeting to increase the company’s authorized share capital. This will allow the issuance of the conversion shares and warrants.
Further details of Kibo’s broader energy strategy, ongoing project reviews, and secondary listing on the Johannesburg Stock Exchange will be announced in due course.
The new board arrangements are expected to cost significantly less than those previously announced. The company remains committed to managing its cash burn until additional funding is secured.