Kibo Mining plc (“Kibo Mining” or “the Company”)
1. This is notice of the giving of a censure under section 10(2) of the Irish Takeover Panel Act 1997 (“Act”) of Kibo Mining (a relevant company as defined in the Act) in respect of its conduct in relation to a breach of the Irish Takeover Panel Act 1997, Takeover Rules, 2007, as amended (“Rules”) arising from certain acquisitions completed by the Company during 2012.
2. A “reverse takeover transaction” is defined under the Rules as a transaction entered into by a relevant company whereby the relevant company acquires securities of another company, a business or assets of any kind and pursuant to which the relevant company will or may be obliged to increase by more than 100% its existing issued share capital that confers voting rights.
3. Rule 40 requires inter alia a relevant company which proposes to enter into a reverse takeover transaction to notify the Panel promptly. When a reverse takeover transaction is notified to the Panel Rule 40 prescribes certain courses of action which the Panel may take in relation to that transaction. The Rule also requires the relevant company to despatch a circular to each of its shareholders containing certain specified information in relation to the reverse takeover transaction.
4. On 2 April 2012 Kibo Mining announced it had entered into conditional agreements for the proposed all share acquisition of a minimum of 51% of Mzuri Energy Limited (“Mzuri”) and a minimum of 51% of Mayborn Resource Investments (Pty) limited (“Mayborn”) (“the Transactions”). On 6 September 2012 Kibo Mining announced that 100% acceptances had been received from the shareholders of Mzuri and Mayborn and as a consequence a total of 706,964,400 new Kibo Mining ordinary shares had been issued by way of consideration to the shareholders of Mzuri and Mayborn. Prior to the issue of these shares Kibo Mining had 415,129,511 ordinary shares in issue. As such, the Transactions constituted a reverse takeover under the Rules.
5. Kibo Mining failed to notify the Transactions to the Panel as required under Rule 40.
6. On 19 March 2013, the Panel ruled that Kibo Mining had breached Rule 40. While Kibo Mining did circulate an admission document to its shareholders (for the purposes of its Re-Admission to the AIM market of the London Stock Exchange and the Alternative Exchange, a sector of the JSE Limited) it failed to notify the Panel of the Transactions such transactions constituting a reverse takeover transaction under the Rules.
7. Following the Panel’s enquiry under section 10(1) of the Act Kibo Mining was censured by the Panel under section 10(2) of the Act for its conduct in relation to the matter set out in this announcement.
8. Having investigated the matter, the Panel decided that no further action in relation to this matter was required.
21 March 2013