TIDMKIBO
RNS Number : 3623F
Kibo Energy PLC
21 March 2022
Kibo Energy PLC (Incorporated in Ireland)
(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")
Dated: 21 March 2022
Kibo Energy PLC ('Kibo' or the 'Company')
Acquisition of Brownhill International Limited and Suspension of
Trading
Kibo Energy PLC (AIM: KIBO; AltX: KBO), the renewable energy
focused development company, announces that pursuant to its
strategic re-positioning as a renewable and clean energy company,
the Company has signed a Share Purchase Agreement ("SPA") to
acquire the Victoria Falls Solar Park project in Zimbabwe (the
"Project") from Broomfield International Limited
("Broomfield").
Kibo will acquire 100% of the issued share capital of Brownhill
International Limited ("Brownhill") and shareholder loan claims
against Brownhill (the "Transaction") which holds the Project
through its wholly owned subsidiary Power Ventures (Private)
Limited. The Transaction will be for a consideration of GBP
10,000,000, payable in new ordinary shares of Kibo at an issue
price of 5p per share, following an intended 1 for 10 share
consolidation as part of the Transaction (equivalent to 0.5p pre
consolidation).
The Transaction involves the acquisition of the Project that
comprises a 100 MW solar power generation project located in
Victoria Falls, Zimbabwe, which is expected to deliver an equity
IRR of c.17.6% and total unlevered free cashflow (EBIT) of c.
US$107m. The first 25 MW of the Project is fully funded and
currently under construction, with the first 5 MW of the 25 MW,
expected to be in production by end of April 2022. Broomfield has
additional renewable energy projects (hydro, wind and solar) under
its portfolio, at various locations in Africa, with an installed
capacity of 160.4 MW, in which a right of first refusal will be
granted to Kibo as part of the Transaction.
The Project is a 100 MW green solar PV facility, connected to
the Hwangwe-Victoria Falls national transmission line by way of a
simple loop-in loop-out connection and, positioned at less than a
kilometre from the solar facility. The Project roll out is being
carried out in phases of 25MW, starting with 5 MW being connected
to the grid in April 2022 and 20 MW before December 2022.
All necessary permits for the Project are in place (Generation
License, Environmental Permit, Grid connection). The Project is
underpinned by long term Power Purchase Agreements ("PPA") for
c.10-year terms. The PPA's are all USD-denominated and with mining
and industrial customers.
Further key terms of the Transaction are provided later in this
announcement.
On completion of the Transaction, Kibo will have exposure
to:
-- the transition-to-renewable-energy market in the form of
o reserve power in the UK market via its 55% controlling stake in Mast Energy (MAST.L); and
o waste-to-energy (WTE) through its WTE project in South Africa
and potential 54% acquisition of the Billingham WTE 25MWe syngas
power generation plant in the UK
-- the fully renewable energy growth market (solar power); and
-- long duration storage.
The demand and need for fully renewable power in Zimbabwe are
now recognized as a national priority and backed up by Zimbabwean
government policy directed at infrastructure investment.
The Transaction constitutes a reverse takeover transaction
pursuant to AIM Rule 14 and, accordingly, the Company has requested
that its ordinary shares be suspended from trading on AIM and the
AltX of the JSE with immediate effect. The Transaction will be
subject to, inter alia, shareholder approval. The Company intends
to publish an AIM Admission Document as soon as practically
possible, which will contain a notice of general meeting at which
shareholder approval shall be sought, following which the Company
would seek restoration to trading on AIM and the AltX of the JSE of
the enlarged Kibo ordinary shares ("Admission").
The following information is included in accordance with the
disclosure requirements of Schedule 4 to the AIM Rules for
Companies:
Brownhill was incorporated for the sole purpose of being the
holding company for Power Ventures (Private) Limited and the
Project. There are no other assets within Brownhill apart from the
de minimis share capital on incorporation. For the financial year
ended 31 December 2021 , Power Ventures (Private) Limited reported
a loss after tax of US $228,249, total assets of US $7,702,779 and
net assets of US $459,841. The service contracts of any proposed
directors are yet to be finalized and further detail on this will
be included in the AIM Admission Document.
Louis Coetzee, CEO of Kibo Energy, commented:
"We are pleased to have been in a favourable position to
participate in this Transaction, which is timely, following the
Company's strategy to disinvest from fossil fuels and focus on
renewable and clean energy projects. The successful completion of
this Transaction will scale-up Kibo's footprint in Africa, with the
potential addition of renewable energy projects in excess of 100 MW
with the first 5 MW going into production at the end of April and
the first 25 MW fully funded for construction and
commissioning.
Drawing from our investments into the reserve power market
through Mast Energy Development's, development of waste-to-energy
projects in Southern Africa and the UK, as well as strategic
partnerships with key long duration energy storage players, we are
positioning the company for growth and are enhancing our ESG
credentials, all of which drive value creation for investors,
communities and the environment. This places Kibo at the heart of a
very bright and renewable future for energy.
The Company has worked tirelessly over the past 6 months to
reach the point where it will now have an asset portfolio with
producing renewable energy assets and several near production
assets. The near production renewable energy assets all have a time
horizon of less than 18 months to first production."
A further announcement will be made in due course.
Other key terms of the Transaction:
The KIBO board will upon re-admission have a maximum of five
directors of which at least two will be nominated by
Broomfield.
The Transaction is subject to certain condition precedents
including:
1. by no later than 31 March 2022, Kibo and Broomfield shall
have delivered to each other written notice that they are satisfied
with the results of their respective due diligence
investigation;
2. by 31 March 2022, Broomfield shall have provided certified
copies of resolutions authorising the sale of Brownhill;
3. by 31 March 2022, Kibo shall have entered into service
agreements on mutually acceptable terms with the key individuals
nominated by Broomfield to the board and executive management of
Kibo for a period of at least 24 months;
4. by 29 April 2022, Kibo shall have received irrevocable
subscriptions for ordinary shares in Kibo for gross proceeds of no
less than GBP7,000,000;
5. by 20 May 2022 the shareholders of Kibo in a general meeting
shall have approved the implementation of the Transaction, all
documentation required to do so, and the 10:1 consolidation of the
ordinary shares of Kibo on the basis that one new share shall be
issued for every ten shares in issue;
6. by 31 May 2022, the ordinary shares of Kibo shall have
successfully been admitted for trading on AIM and also dual listed
on the AltX of the JSE Limited in South Africa;
7. by 31 May 2022, all regulatory and other approvals required
in order to implement the Transaction shall have been obtained.
The conditions precedent 2; 4; 5 and 6 above have been inserted
for the benefit of Kibo and condition precedent 3 for the benefit
of Broomfield, each of which respectively will be entitled to waive
fulfilment of any of the conditions precedent, in whole or in part,
on written notice to the other party at any time.
The parties may agree to adjust the above-mentioned delivery
dates for each condition precedent.
The Transaction will also require the approval of the
Competition Authorities in Zimbabwe.
This announcement contains inside information as stipulated
under the Market Abuse Regulations (EU) no. 596/2014.
**S**
For further information please visit www.kibo.energy or
contact:
Louis Coetzee info@kibo.energy Kibo Energy PLC Chief Executive Officer
Andreas Lianos +357 99 53 1107 River Group JSE Corporate and Designated
Adviser
----------------------------- ---------------------- ----------------------------
Claire Noyce +44 (0) 20 3764 2341 Hybridan LLP Joint Broker
----------------------------- ---------------------- ----------------------------
Damon Heath +44 207 186 9952 Shard Capital Partners Joint Broker
LLP
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Bhavesh Patel +44 20 3440 6800 RFC Ambrian Ltd NOMAD on AIM
/Stephen
Allen
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Christopher energy@acfequityresearch.com ACF Equity Research Independent Equity Research
Nicholson House
----------------------------- ---------------------- ----------------------------
Sewela Makgolane sewela@lifacommunications.com Lifa Communications Investor and Media Relations
Adviser
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Johannesburg
21 March 2022
Corporate and Designated Adviser
River Group
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