Kibo Energy PLC - Direct 100% Interest in Power Generation Project
(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")
26 June 2019
Direct 100% Interest in
· 100% of revenues from Bordersley to Kibo and Kibo taking 100% ownership of the Bordersley SPV
· Production at Bordersley power plant targeted to commence end Q1 2020
· Bordersley revenues expected to contribute significantly to ongoing
· Positive impact on Kibo balance sheet
· Shovel-ready site significantly de-risked with PPA, OE, EPC in place
· MED remains responsible for managing the development of Bordersley and delivery and maintenance of a steady state production site
· No further funding obligations for next 18 to 24 months on the part of Kibo towards MED working capital, development capital plan to be completed by MED
MED is focused on acquiring and developing a portfolio of small-scale
As part of Bordersley's development, key partners have been appointed including:
· Clarke Energy as the preferred Engineering, Procurement and Construction ('EPC') contractor
Having advanced Bordersley to its current stage, Kibo moved to consolidated full ownership of the SPV equity and associated economic interests. MED was the 100% owner of the Bordersley SPV, and MED is 60% owned by Kibo and 40% owned by the original MED vendors, St' Anderton on
Kibo has acquired all of St' Anderton's direct and indirect interests in the Bordersley power project described above giving it a 100% economic and 100% equity interest in Bordersley (the 'Acquisition'). Consideration for the Acquisition consists of the allotment and issue of 46,067,206 ordinary shares in the capital of Kibo to St' Anderton at an issue price of
· An immediate payment of 22,067,206 ordinary shares in the capital of Kibo at an issue price of
· Upon receiving confirmation from MED that a preliminary notice to proceed with construction on the Bordersley power site has been issued by the Owners Engineer for the construction and commissioning of the Bordersley site - 6,000,000 ordinary shares in the capital of Kibo at an issue price of
· Upon receiving confirmation from MED that a final notice to proceed with construction on the Bordersley power site has been issued by the Owners Engineer for the construction and commissioning of the Bordersley site - 6,000,000 ordinary shares in the capital of Kibo at an issue price of
· Upon receiving confirmation from MED that the Owners Engineer for the construction and commissioning of the Bordersley site has commenced with commissioning of the Bordersley power plant - 6,000,000 ordinary shares in the capital of Kibo at an issue price of
· Upon receiving confirmation from MED that the Owners Engineer for the construction and commissioning of the Bordersley site has confirmed steady state production at the Bordersley power plant - 6,000,000 ordinary shares in the capital of Kibo at an issue price of
The issue price of the Consideration Shares and the associated number to be issued to St' Anderton was determined by using the methodology set out in the original MED vend agreement as guidance, and was calculated as c.
· 100% of the net present value of the Project Royalties (being the royalty equal to 5% of the gross revenue less gas and trading costs) amounting to c.
· 40% of the net present value of the Project Revenue (being net profit before tax) flowing to St' Anderton from Bordersley through MED amounting to c.
The issue price of 5.25p is a significant premium to Kibo's last traded price of 1.05p, translating into an effective acquisition valuation of approximately 0.2x NPV (or c.
Having ring-fenced St' Anderton's direct and indirect interests in Bordersley, and already owning the remaining 60% indirect interest via its 60% interest in MED, Kibo will also be acquiring 100% of the equity in the Bordersley SPV from MED for consideration of
Under the terms of a Master Service Agreement between MED and Bordersley MED remains responsible for, amongst other things, implementation, management and delivery of a development, construction and funding plan for the Bordersley site to the satisfaction of the new owner of Bordersley, and thereafter the management and operation of the site on behalf of the owner. Consequently, Kibo has fulfilled all its working capital requirements regarding the project and MED for the next two years, while development funding requirements will be an outcome of the development, construction and funding plan to be completed.
St' Anderton undertakes that, in order to enable Kibo's brokers appointed in compliance with AIM Rule 35 to maintain orderly market in the securities of Kibo, it shall not loan any shares it holds in the capital of Kibo, or sell or offer to sell or offer for sale, whether on the open market or privately, any of the Consideration Shares, without first giving written notice to Kibo for at least five trading days before such sale or offer for sale is made. Such notice shall contain the price per share at which St' Anderton is willing to sell as well as the number of shares offered for sale, and Kibo shall be entitled to procure the placing of those shares at that price through its brokers.
St' Anderton and MED further agreed that St' Anderton shall advance the total proceeds of any and all Consideration Shares sold by St' Anderton before the second anniversary of the Signature Date of the transaction agreement to MED as a loan on shareholders loan account. MED shall credit the loan account of St' Anderton in the books of MED with the amount of such advances, and the terms of the loan shall be identical to the terms applicable to the other balances owing by MED on shareholder loan accounts from time to time.
St' Anderton is a related party of Kibo for the purposes of the AIM Rules as its directors are also directors of MED, a subsidiary of Kibo. For clarity, the St' Anderton directors are not directors of Kibo. Consequently, this transaction is considered a Related Party Transaction under AIM Rule 13. The Directors of Kibo consider, having consulted with its nominated adviser, that the terms of the transaction are fair and reasonable insofar as its shareholders are concerned.
Total Voting Rights
Application will be made for the First Tranche Shares (the "Shares") to be admitted to trading on AIM and the JSE AltX markets. Trading in the Shares is expected to commence on AIM and the JSE on or around
This announcement contains inside information as stipulated under the Market Abuse Regulations (EU) no. 596/2014.
For further information please visit www.kibo.energy or contact:
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Chief Executive Officer
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+27 (0) 83 4408365
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Corporate and Designated
Adviser on JSE
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+44 (0) 20 3700 0093
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+44 (0) 20 7374 2212
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+61 8 9480 2500
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NOMAD on AIM
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+44 (0) 20 7236 1177
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Investor and Media Relations Adviser
Kibo is simultaneously developing three similar coal-fuelled power projects: the Mbeya Coal to
Additionally, the Company has a 60% interest in
Corporate and Designated Adviser
This information is provided by RNS, the news service of the
Quick facts: Kibo Energy PLC
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