| Fri 27 May 2011, 7:05 | | KBO - Kibo Mining Plc - Abridged Pre-listing Statement |
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JSE
KIBO
KBO - Kibo Mining Plc - Abridged Pre-listing Statement
KIBO MINING 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: IE00B61XQX41
("Kibo" or "the Company" or "the Group")
Abridged Pre-listing Statement
1. INTRODUCTION
The JSE Limited ("JSE") has formally approved the secondary listing of Kibo
on the AltX, a separate Board of the JSE, from the commencement of trade on
30 May 2011. The shares will trade under the abbreviated name "KIBO", with
share code "KBO" and ISIN: IE00B61XQX41. The shares of the Company are
currently listed on AIM.
2. INCORPORATION HISTORY AND GROUP STRUCTURE OF KIBO
2.1 Incorporation and history of Kibo
Kibo Mining plc, a mineral exploration and development company, was
incorporated in Ireland on 17 January 2008 under the Companies Acts, 1963 to
2000, as a public company limited by shares with the name Kibo Mining Public
Limited Company. The Company was admitted to the AIM Market of the London
Stock Exchange plc on 27 April 2010.
Kibo has two wholly-owned subsidiaries, Sloane which is based in the UK and
Morogoro, which is based in Cyprus. Sloane and Morogoro hold the Group`s
mineral resource assets in Tanzania through their wholly-owned Tanzanian
subsidiaries.
2.2 The Kibo Group structure described above is set out below:
SEE PRESS FOR GRAPH
3. NATURE OF BUSINESS
Kibo identifies and evaluates potential mineral exploration and mining
projects principally located in Tanzania. The Group`s current focus is the
identification of gold and nickel deposits. Kibo has moved forward the
exploration and potential development plans of its current projects and
established a position wherein it can become a major player in the ongoing
exploration and development of mineral deposits in Tanzania. Kibo`s focus on
Tanzania is primarily based upon the Board`s recognition and appreciation of
Tanzania`s stable geopolitical environment, established legal system and
mining legislation. The Board also considers that Tanzania has an established
mining industry, mining being one of the fastest growing economic sectors in
Tanzania.
Please refer to Annexure 6 to the Pre-listing Statement for a detailed
Competent Persons Report and for details regarding the current property
portfolio of the Group, the licenses owned by the Group and an explanation of
the licenses owned by the Group including a detailed valuation report
thereon.
4. PROSPECTS OF THE KIBO GROUP
Set out below is, in the opinion of the directors of the Company, are the
prospects of the business of Kibo:
The Company seeks to increase shareholder value by the systematic exploration
and development of the Group`s existing resource assets as well as the
acquisition of suitable exploration and development mineral projects and
producing assets. The Group will allocate capital to the exploration of its
mineral assets and will prioritise these, identifying the potential of each
mineral asset to create value for Shareholders. The Group may use a number of
strategies to enhance Shareholder value such as developing a mineral asset
using its own team, development in partnership with other groups or a
disposal of a mineral asset, where appropriate. In implementing its strategy,
the Group
will focus activity on those of its mineral assets, which are identified
after
an initial sampling and drilling programme, as having the greatest potential
for enhancing Shareholder value.
5. DIRECTORS
The full names, age and addresses of the directors of Kibo are set out below:
Name Director Age Business address
Christian Non-executive Chairman 56 Suite 139, Grosvenor Gardens
Schaffalitzky House
de Muckadell 35 - 37 Grosvenor Gardens
London SW1W OBS
William James Executive Financial Officer 46 Wilkins Kennedy, Bridge
House
Benedict Payne London Bridge, London SE1
9QR
Noel Flannan Chief Executive Officer 47 The Sirius Centre,
Northpoint
O` Keeffe Tuam Road, Galway, Ireland
Louis Lodewyk Executive Director 46 57 Kolonakiou Street, 1st
Coetzee Floor
Office 102, Limassol, Cyprus
Desmond Non-executive Director 64 Modeshill, Mullinahone, Co.
Joseph Burke Tipperary
Ireland
Lukas Marthinus Non-executive Director 48 Parc Nouveau Building
Maree 225 Veale Street, Brooklyn
Pretoria, South Africa
6. REASONS FOR LISTING KIBO ON THE JSE
The reasons for the secondary listing of Kibo on the JSE are as follows:
- it provides Kibo with an additional market through which the Group`s
projects may be developed and funded;
- it frees capital to consolidate Kibo`s position in the industry by
acquisition of other potential mineral assets or companies holding those
assets;
- whilst access to capital is not one of the primary reasons for the listing,
the Company would like to be in a position where access to capital is
facilitated to accommodate future growth;
- it increases the profile of the Company;
- it promotes staff participation, incentivisation, motivation and retention;
- it adds value to Kibo`s proposition to clients and to prospective partners
and staff. The acquisition of people talent is the key to future
sustainability of the Company;
- it will consolidate and improve the managing and reporting structures in
place and in use and will challenge Kibo to beat their own expectations of
success; and
- it focuses the attention of prospective investors on the merits of
investing in Kibo, thereby helping to enlarge the potential investor base for
Kibo shares.
7. SHARE CAPITAL
The authorised and issued share capital of Kibo immediately following the
listing is set out below:
On the date of
listing
EUR
Authorised
800 000 000 ordinary shares with a par value of EUR 0,01 each 8 000 000
Issued
341 259 208 ordinary shares with a par value of EUR 0,01 each 3 412 592
8. CONTROLLING SHAREHOLDERS
There are no controlling Shareholders that are known to the directors of
Kibo.
9. FINANCIAL INFORMATION OF KIBO
The historical audited financial statements of Kibo and its subsidiaries and
the reporting accountants` report thereon, are set out in Annexures 1 to 4 to
the Pre-listing Statement. Annexure 1 contains the Audited Annual Financial
Statements of Kibo for the year ended 30 September 2010 which were posted to
Shareholders and have been approved by Shareholders at the AGM, Annexures 2
and 3 are the Annual Financial Statements of Morogoro and Savannah, which
were
acquired post-year-end. Annexures 1 to 3 have been included in the Pre-
listing Statement as additional information, for information purposes, to
enable investors to have a complete set of information regarding Kibo.
The pro forma effects and the reporting accountants` report thereon, of the
acquisitions of Morogoro and Savannah by Kibo subsequent to its year-end and
the financial effects of the resolutions passed at the Board meeting on 4
March 2011 are set out in the pro forma balance sheet and income statement as
at 30 September 2010 in Annexure 5a to the Pre-listing Statement.
The table below sets out the pro forma financial effects of the acquisition
of Morogoro and Savannah, based on Kibo`s audited results for the year ended
30 September 2010. The financial effects are presented for illustrative
purposes only and, because of their nature, may not give a fair reflection of
the Company`s results and financial position, after the transactions. It has
been assumed for purposes of the pro forma financial effects that the above
transaction took place with effect from 30 September 2010 for balance sheet
and income statement purposes. The directors of Kibo are responsible for the
preparation of the financial effects:
Pro forma
Audited Adjustments
financial Morogoro Pro forma Pro forma
statements and its Adjustments post-
30 September 2010 subsidiaries Other adjustments
Shares issued 253 925 874 56 666 667 29 166 667 339 759 208
Net asset
value (GBP) 4 626 034 3 084 133 555 458 8 263 625
Net tangible
asset value per
share (p) 0,0014 (0,0257) 0,0190 (0,0021)
Net asset value
per share (p) 0,0182 0,0544 0,0190 0,0243
Weighted average
number of shares
in issue 210 675 850 56 666 667 29 166 667 296 509 184
Earnings
per share (p) (0,0023) 0,0244 0,0031
Headline
(loss)/earnings
per share (p) (0,0023) 0,0006 (0,0017)
10. LISTING ON THE JSE AND TRADING OF THE SHARES OF KIBO
The JSE has granted its approval for the listing of the ordinary shares of
Kibo on the AltX, a separate Board of the JSE, under the abbreviated name
"KIBO" and share code: KBO, with effect from the commencement of trading on
the JSE on 30 May 2011.
At the date of the commencement of the listing, the authorised share capital
of Kibo will comprise 800 000 000 ordinary shares of a par value of EUR 0,01
each which there will be 341 259 208 issued and listed ordinary shares.
Shares of Kibo will only be traded on the JSE as dematerialised shares.
Accordingly, any person who purchases shares in Kibo and who elects to
receive shares in Kibo in certificated form, will be required to
dematerialise such certificated shares prior to being in a position to trade
such shares on the JSE.
11. COPIES OF THE PRE-LISTING STATEMENT
Copies of the full Pre-listing Statement may be obtained at any time during
normal business hours as of Monday, 23 May 2011 from the South African
representative office of Kibo, River Group and the transfer secretaries,
details of which are set out below:
- the Company`s representative office - Parc Nouveau Building, 225 Veale
Street, Brooklyn, Pretoria, 0181;
- the office of River Group - Parc Nouveau Building, 225 Veale Street,
Brooklyn, Pretoria, 0181; and
- the office of Computershare Investor Services (Pty) Limited - Ground Floor,
70 Marshall Street, Johannesburg, 2001.
Pretoria
27 May 2011
Designated and corporate advisor
RIVER GROUP
Independent reporting accountants
SAB&T
Competent person
VENMYN
Date: 27/05/2011 07:05:01 Produced by the JSE SENS Department.
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