Kibo Energy #KIBO – Notice of Extraordinary General Meeting to Approve Reorganisation of the Company’s Share Capital

Kibo Energy PLC (“Kibo” or the “Company”), the multi-asset, Africa focused energy company, announce that a shareholder circular (the “Circular”) containing details of a proposed share capital reorganisation and including a Notice of Extraordinary General Meeting (“EGM”) & Sample Proxy Form (“Notice of EGM”) is now available on its website (http://kibo.energy/wp-content/uploads/Shareholder-Circular-Notice-of-EGM-08-June-2020.pdf). The EGM will be held at 11 a.m. on Monday 08 June 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.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 to us a preference to receive hard copies of the Notice of EGM. The Circular contains information on the background to and reasons for the Share Capital Reorganisation, 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 Share Capital Reorganisation

The adverse impact of the COVID-19 pandemic on international business and the uncertainty surrounding the global economic outlook has provided the Directors with cause to re-evaluate its current business plans and consider how the Company can be best positioned to move forward when the current restrictions on business activities are relaxed or removed. The purpose is to exploit the restrictive global lockdown period to reset and reposition the Company to be able to take full advantage of the “new normal” post COVID-19, especially within its area of strategic interest.

As a group operating across UK, Mozambique, Botswana, Tanzania and South Africa, the Company  is well placed to avail of the many business opportunities this geographic spread can create but it is also exposed to many risks, not least, the disruption to its on-going international operational and financing activities that the current crises is causing. This disruption and current temporary reduction in field operational activity presents an opportunity for the Company to implement a share capital reorganisation that your Board believes will ultimately benefit the Company, make it more attractive for further investment and crystalize the inherent value of its energy projects.

The Directors believe that now is the correct time to implement the proposals contained herein to best prepare the Company for the challenging economic environment expected in the aftermath of the pandemic.  The Directors believe that the universal need for reliable, sustainable and affordable electricity will be more critical than ever when this pandemic is over, and we wish to prepare the Company to emerge from this unprecedented period well placed to meet this challenge head on.

In addition to the share capital reorganisation proposal outlined in this document, the Company is currently carrying out an in-depth internal review of all its projects to assess and determine how the timeline to bring each to fruition can be accelerated and shortened and in which way resources can and should be reallocated and redeployed to achieve this objective. Projects, in terms of which the review might find no clear and realistic opportunity exists for an accelerated development path, might be considered for disposal in an appropriate manner. The scope of the review also includes an assessment to determine how the Company can accelerate the implementation of its renewable energy strategy as announced to the market in earlier announcements and also take advantage of new opportunities that have come about as a result of the adverse impact of COVID-19.

The Company is seeking approval from shareholders at the EGM to subdivide and consolidate its share capital, buy-back and cancel deferred shares created in previous share capital reorganisations and increase its authorised share capital. Following, and contingent on passing of the Resolutions, the Board proposes to settle outstanding salaries and fees to directors and senior management in the amount of €624,370 by the issue of New Ordinary Shares (“Settlement Shares”) at an issue price equal to the adjusted 10-day VWAP for the period following the date of the EGM.

Each Settlement Share issued will also carry a 3-year warrant with a strike price equal to the issue price of the Settlement Shares. Due to austerity and rationalisation measures introduced by the Company over the last 14 months, the Board and senior management have agreed to defer salaries and fees since February 2019 to assist the Company’s cash flow and the payment to other staff and service providers, at no additional charge / interest to the Company, while continuing to work tirelessly to manage the Company through what was and continues to be a very challenging period. Their agreement to settle these deferred payments with Settlement Shares on the terms outlined indicates the continued commitment of the Board and management and their belief in the prospects of the Company and its projects.

The Board believes that the Share Capital Reorganisation (and the payment of the Settlement Shares Settlement) best position the Company to continue to fund its activities, encourage increased share trading on AIM and the JSE (AltX), manage its existing debt liabilities and enhance short-term working capital. For these reasons the Directors are recommending the Share Capital Reorganisation to Shareholders and will be voting for it in respect of their individual holdings in the Company at the EGM.

The effect of the Share Capital Reorganisation would be to initially sub-divide the nominal value per Existing Ordinary Share by a factor of ten, creating Pre-consolidation Shares and 2020 Deferred Shares, and then to decrease the number of Existing Ordinary Shares in issue at the date of this document  pro rata to approximately 127,227,218  by way of the consolidation into 1 New Ordinary Share of every 10 Pre -consolidation Shares.

There are currently 1,272,272,188 Existing Ordinary Shares in issue, all of which are listed for trading on AIM and JSE.

The nominal value of the Existing Ordinary Shares is €0.001, and this will remain the nominal value for the New Ordinary Shares following the Share Capital Reorganisation.

The Existing Ordinary Shares have been trading on AIM over the past six months at prices ranging between GBP 0.25p and GBP 0.75p. The price at close of business on 12 May 2020 was GBP 0.33p per share.

Details of the Share Capital Reorganisation

It is proposed that:

Subdivision and consolidation

· each of the issued Existing Ordinary Shares be subdivided into one new 2020 Deferred Share and one (1) pre-consolidation new ordinary share of €0.0001 each (“Pre-consolidation Share(s)”);

· all of the authorised but unissued Existing Ordinary Shares be subdivided into one (1) 2020 Deferred Share and one Pre-consolidation Share;

· all of the Pre-consolidation Shares in the capital of the Company, whether issued or unissued, be consolidated into New Ordinary Shares  on the basis of one (1) New Ordinary Share for every ten (10) Pre-consolidation Share each such New Ordinary Share having the rights and being subject to the restrictions set out in the Articles, provided that any fractions of Existing Ordinary Shares  to which any holder of ordinary shares as defined in the Company’s constitution would otherwise be entitled arising from such consolidation shall be aggregated and consolidated so far as is possible into New Ordinary Shares;

Deferred share buy-back and cancellation

· all the issued 2013 Deferred Shares will be purchased by the Company for the total sum of €1.00 following which all the authorised but unissued 2013 Deferred Shares will be cancelled; and

· all of the issued 2019 Deferred Shares will be purchased by the Company for the total sum of €1.00 following which all the authorised but unissued 2019 Deferred Shares will be cancelled; and

Increase in authorised share capital

· the authorised share capital of the company will be adjusted to reflect the cancellation of the Existing Deferred Shares and to increase the ordinary share capital from two (2) billion New Ordinary Shares to Five (5) billion New Ordinary Shares to ensure sufficient authorised capital headroom is in place to issue more New Ordinary Shares when required.

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

Table 2 shows the details of share warrants outstanding at the (1) date of the Circular, (2) following the EGM.

The Existing Deferred Shares shall be bought back from the proceeds of a new issue of shares in the Company pursuant to the Companies Act, 2014 as the Company does not hold any distributable reserves for this purpose. As the Company’s Articles of Association permit each class of Existing Deferred Shares to be bought back by the Company for an aggregate amount of €1.00 each, New Ordinary Shares in the amount of 2,000 (“New Issue Shares”) will be allotted at par value by the Board to accommodate this. These New Issue Shares are included in the total number of ordinary shares in issue following the EGM shown on Table 1. The amount of Settlement Shares will depend on the VWAP ten days after the EGM but should it be calculated  on the Company share price on AIM at close of business on the 12 May 2020 of GBP 0.33p, it would result in an additional issue of 16.7 million New Ordinary Shares and 16.7 warrants. This would result in approximately 143.9 million shares and 83 million warrants in issue in the Company following the Share Capital Reorganisation and issue of Settlement Shares.

Shareholders should expect to see the security description updated on the Record Date under new ISIN number IE00BGMGP573 and SEDOL BGMGP57 (SEDOL BGMGQ32 for South African Shareholders), in order to reflect their holding in Kibo Energy Public Limited Company.

TABLE 1 – SHARE CAPITAL – BEFORE AND AFTER SHARE REORGANISATION

*This figure includes the additional 2,000 ordinary shares of €.001 each  to be issued to buy back the 2013 Deferred Shares and the 2019 Deferred Shares.

TABLE 2 -WARRANTS IN ISSUE – BEFORE AND AFTER SHARE REORGANISATION

RIGHTS & RESTRICTIONS OF SHARES AFTER SHARE CAPITAL REORGANISATION

Upon implementation of the Share Capital Re-Organisation, Shareholders on the register of members of the Company at 07:00 p.m. on the Record Date, which is expected to be 08 June  2020, will exchange ten (10) Existing Ordinary Shares of €0.001 each for one (1) New Ordinary Share of €0.001 each in proportion to the number of Existing Ordinary shares of €0.001 then held by each such Shareholder.  The proportion of the issued ordinary share capital of the Company held by each Shareholder following the Share Capital Reorganisation will, save for fractional entitlements, be unchanged and the nominal value of the ordinary shares of the Company will remain unchanged.

The New Ordinary Shares arising on implementation of the Share Capital Reorganisation will have the same rights as the Existing Ordinary Shares, including voting, dividend and other rights.

In accordance with the Articles, the Board has determined that fractional shares resulting from the consolidation of Pre-consolidation Shares will be treated as follows:

1. No Shareholder will be entitled to a fraction of a New Ordinary Share and where, as a result of the consolidation of Pre-consolidation Shares  as  described above, any Shareholder would be entitled to a fraction only of a New Ordinary Share in respect of their holding of Existing Ordinary Shares at the Record Date (a “Fractional Shareholder”) such fractions shall be aggregated with the fractions of New Ordinary Shares to which other Fractional Shareholders of the Company may be entitled so as to form full New Ordinary Shares and sold for the benefit of the Company. This means that any such Shareholder will not have a resultant shareholding of New Ordinary Shares exactly equal to 10% of their holding of Existing Ordinary Shares. Fractional entitlements will not be paid to Shareholders.

2. It is proposed that the number of New Ordinary Shares held by Shareholders following the Share Capital Reorganisation would be rounded down to the nearest whole number where a Shareholder’s total shareholding in the Company is not exactly divisible by 10.

Shareholders should be aware that if they hold fewer than 10 (ten) Existing Ordinary Shares they would not be entitled to receive any New Ordinary Share under the Share Capital Reorganisation and would lose their entire shareholding.

The 2020 Deferred Shares

The 2020 Deferred Shares 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, as detailed in the Articles. Accordingly, the 2020 Deferred Shares will, for all practical purposes, be valueless and it is the Board’s intention, at an appropriate time, to purchase the 2020 Deferred Shares for an aggregate consideration of €1.00.

Shareholders should note that contingent on approval and implementation of the proposals outlined in this document, the 2020 Deferred Shares will be the only class of deferred shares remaining in the share capital of the Company following the buy-back and cancellation of the 2013 Deferred Shares and the 2019 Deferred Shares.

Recommendation of the Board

The Directors consider that the proposed Share Capital Reorganisation is in the best interests of the Company and its Shareholders as a whole.

Accordingly, the Directors unanimously recommend that you vote in favour of the Resolutions being proposed at the Extraordinary General Meeting, as they intend to do or procure to be done in respect of their own and their connected persons’ beneficial holdings, representing approximately 4.56 per cent. of the Existing Ordinary Shares.

Resolutions

The following resolutions are being put before the meeting:

The expected timetable of events for the EGM and capital reorganisation is set out below:

EXPECTED TIMETABLE OF PRINCIPAL EVENTS – AIM SHAREHOLDERS

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

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

*Share certificates may not be dematerialised or rematerialised between Tuesday, 09 June 2020 and Thursday, 11 June 2020, both days inclusive, nor may transfers of shares between subregisters in the United Kingdom and South Africa take place between Friday, 05 June 2020 and Thursday, 11 June 2020, both days inclusive

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

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:

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

15 May 2020

Corporate and Designated Adviser

River Group