(Incorporated in Ireland under the Companies Acts1963-2006 with registered number 451931)
Subscription of 16,666,667 Subscription Shares at 0.3 pence per share
Acquisition of Morogoro and Listing of Kibo on the JSE
Nominated Adviser: Daniel Stewart & Company plc
Joint Broker: Alexander David Securities Limited; Loeb Aron & Company Limited
The New Shares will, following allotment, rank pari passu in all respects with the Existing Shares including the right to receive all dividends and other distributions declared made or paid on the Ordinary Share capital of the Company.
Daniel Stewart, which is authorised and regulated in the United Kingdom by the Financial Services Authority and is a member of the London Stock Exchange, is acting exclusively as the Company’s nominated adviser for the purposes of the AIM Rules and no-one else in connection with the Subscription, the Acquisition and the Listing and will not be responsible to anyone other than the Company for providing the protections afforded to customers of Daniel Stewart or for providing advice to any other person in relation to the contents of this document, the Subscription, the Acquisition and the Listing or any other matter referred to herein. Daniel Stewart is not making any representation or warranty,express or implied, and takes no responsibility for the contents of this document.
The release, publication or distribution of this document in or outside the UK, and Ireland may be restricted by law. Persons who come into possession of this document should inform themselves about and observe any applicable restrictions or requirements in their particular jurisdiction.
Failure to comply with these restrictions may constitute a violation of the securities laws of such jurisdiction. No action has been taken by the Company or Daniel Stewart that would permit possession or distribution of this document in any jurisdiction (including the United Kingdom) where action for that purpose is required.
This document is being sent to Shareholders, option holders and warrant holders for information purposes only.
This document does not constitute an offer to sell, or the solicitation of an offer to subscribe for or buy shares to any person in any jurisdiction to whom or in which such offer or solicitation is unlawful.The Existing Shares and the New Shares have not been, and will not be, registered under the United States Securities Act of 1933, as amended,or under the securities legislation of any state of the United States. The relevant clearances have not been, and will not be, obtained from the Securities Commission of any province or territory of Canada and no registration statement has been, or will be, filed with the Japanese Ministry of Finance in relation to the Subscription, the Acquisition and the Listing. Subject to certain exceptions, the New Shares may not, directly or indirectly, be offered or sold within the United States or the Excluded Territories or offered or sold to a person within the United States or the Excluded Territories. Any failure to comply with these restrictions may constitute a violation of the securities law of these jurisdictions.
It is the responsibility of any person receiving a copy of this document outside the United Kingdom, and Ireland to satisfy themselves as to the full observance of the laws and regulatory requirements of the relevant territory in connection therewith, including obtaining any governmental or other consents which may be required or observing any other formalities required to be observed in such territory and paying any other issue, transfer or other taxes due in such other territory. Persons (including, without limitation, nominees and trustees) receiving this document should not, in connection with the Subscription, the Acquisition and the Listing, distribute or send this document in to any jurisdiction when to do so would, or might contravene local securities laws or regulations.
Forward looking statements
All statements, other than statements of historical fact, contained in this document constitute “forward looking statements”. In some cases forward looking statements can be identified by terms such as “may”, “intend”, “might”, “will”, “should”, “could”, “would”, “believe”, “anticipate”, “expect”, “estimate”, “predict”, “project”, “potential”, or the negative of these terms, and similar expressions. Such forward-looking statements are based on assumptions and estimates and involve risks, uncertainties and other factors that may cause the actual results, financial condition, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. New factors may emerge from time to time that could cause the Company’s business not to develop as it expects, and it is not possible for the Company to predict all such factors. Given these uncertainties,prospective investors are cautioned not to place any
undue reliance on such forward-looking statements except as required by law. The Company disclaims any obligation to update any such forward looking statements in this document to reflect future events or developments.
By their nature,forward looking statements involve risk and uncertainty because they relate to future events and circumstances. Forward looking statements are not guarantees of future performance and the actual results of the Company’s operations, financial position and liquidity, and the development of the markets and the industry in which the Company operates may differ materially from those described in, or suggested by, the forward looking statements contained in this Circular. In addition, even if the results of operations, financial position and liquidity, and the development of the markets and the industry in which the Company and/or the Group operates, are consistent with the forward looking statements contained in this Circular, those results or developments may not be indicative of results or developments in subsequent periods. A number of factors could cause results and developments of the Company and/or the Group to differ materially from those expressed or implied by the forward looking statements including, without limitation, general economic and business conditions, industry trends, competition, changes in regulation, currency fluctuations, changes in its business strategy,political and economic uncertainty.
Forward looking statements may, and often do, differ materially from actual results. Any forward looking statements in this document reflect the Company’s and/or the Group’s current view with respect to future events and are subject to risks relating to future events and other risks, uncertainties and assumptions relating to the Company’s and/or the Group’s operations, results of operations, growth strategy and liquidity.
Save as required by the Prospectus Rules,the Disclosure and Transparency Rules, the Transparency Regulations and Rules and the AIM Rules,the Company undertakes no obligation to update these forward looking statements and will not publicly release any revisions it may make to these forward looking statements that may occur due to any change in the Company’s and/or the Group’s expectations or to reflect events or circumstances after the date of this document. Investors should note that the contents of these paragraphs relating to forward looking statements are not intended to qualify the statements made as to sufficiency of working capital in this document.
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[ott_teaser btn_text=”Download” btn_icon=”icon-right-big” btn_url=”https://kibo.energy/wp-content/uploads/Kibo-Shareholder-Circular-4-March-20111.pdf” btn_target=”_blank”]Shareholder Circular 4 March 2011[/ott_teaser]