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Highlights
- Kibo Energy enters conditional SPA to acquire Carbon Resilience Pte for USD 135M.
- Convertible Loan Note of up to GBP 150,000 issued for working capital and RTO costs.
- Share consolidation of 1600:1 proposed, subject to shareholder approval.
Kibo Energy PLC (LSE:KIBO) has entered into a conditional sale and purchase agreement (SPA) with FA SPC Real Asset Income Limited, part of ARIA Commodities’ institutional asset management platform, to acquire Carbon Resilience Pte Limited, a privately held utility-scale industrial decarbonisation and renewable energy company.
Carbon Resilience Pte manages a portfolio of onshore wind, solar, and battery energy storage projects in Queensland, Australia, with potential generation capacity exceeding 14GW across 900,000 hectares. The acquisition represents the first stage in Kibo's strategy to develop large-scale clean power solutions to support grid supply, industrial electrification, data centres, critical minerals processing, green steel production, and low-carbon fuel initiatives.
Key Terms of the SPA
- Structure: Kibo will acquire 100% of the Target’s issued share capital, including the benefit of any outstanding shareholder loans.
- Consideration: Purchase price is USD 135M, payable through approximately 966 million new Kibo ordinary shares at a deemed issue price of GBP 0.104 per share, subject to due diligence adjustments.
- Share Consolidation: Kibo will seek approval for a 1600:1 consolidation of ordinary shares.
- Portfolio Overview: The Target’s eight project sites are strategically located for grid access and community benefits, primarily based on onshore wind, with potential co-location of Solar PV and Battery Energy Storage Solutions.
- Conditions Precedent: Completion requires publication of an AIM admission document, shareholder approval at a General Meeting, due diligence, board approvals, and relevant regulatory consents.
The Transaction qualifies as a reverse takeover (RTO) under AIM Rule 14 due to Kibo's cash shell status.
Convertible Loan Note
Kibo has issued a Convertible Loan Note (CLN) to an institutional investor, providing up to GBP 150,000 for working capital and initial RTO costs. Key terms include:
- Maturity date aligned with share re-admission on AIM following RTO completion.
- Zero percent interest.
- Conversion at a 20% discount to the re-admission price.
- Noteholder may choose repayment in cash or conversion to ordinary shares at maturity.
A further fundraising, likely in the form of another CLN, is expected to meet additional working capital and RTO costs, with details to be announced.
Financial Reporting and Next Steps
Trading in Kibo’s ordinary shares on AIM remains suspended pending RTO completion, publication of the admission document, and re-admission. Audited accounts for the year ended 31 December 2024 and interim results for six months ended 30 June 2025 will be published as part of the admission document.
