TIDMPMEA
RNS Number : 7433J
PME African Infrastructure Opps PLC
14 September 2016
14 September 2016
PME African Infrastructure Opportunities plc
("PME" or the "Company")
(AIM: PMEA.L)
Interim Results for the six months ended 30 June 2016
PME African Infrastructure Opportunities plc, an investment
company established to invest in sub-Saharan African infrastructure
and infrastructure related industries, announces its unaudited
interim results for the six months ended 30 June 2016.
Financial Highlights
-- Net Asset Value of US$8.7 million (31 December 2015: US$9.1 million)
-- Net Asset Value per share of US$0.21 (31 December 2015: US$0.22 per share)
-- Loss for the six months ended 30 June 2016 was US$0.4 million
(H1 2015: loss of US$1.34 million)
-- Basic and diluted loss per share of US$0.0095 (H1 2015: loss per share of US$0.0174)
For further information please contact:
Smith & Williamson Corporate
Finance Limited
Nominated Adviser
Azhic Basirov / Ben Jeynes +44 20 7131 4000
Stifel Nicolaus Europe Limited
Broker
Neil Winward / Tom Yeadon +44 20 7710 7600
Chairman's Statement
On behalf of the Board of Directors (the "Board"), I am pleased
to present the interim results for PME African Infrastructure
Opportunities plc ("PME" or the "Company" and together with its
subsidiaries the "Group") for the six months ended 30 June
2016.
The remit of the Company's directors (the "Directors") under the
Company's investing policy is to seek to realise the remaining
assets of the Company and to return both existing cash reserves and
the proceeds of realisation of the remaining assets to
shareholders. The Company has two assets, namely, three C30
locomotives and a building in Dar-es-Salaam, Tanzania (the
"Dar-es-Salaam Property").
Investments
PME Locomotives (Mauritius) Limited ("PME Locomotives") has a
put option to require Sheltam (Mauritius) Limited ("Sheltam")
(formerly known as "PME RSACO (Mauritius) Limited") to purchase any
one or more of the three C30 locomotives that it owns at exercise
of the option for US$1,416,666 per locomotive (the "Option"). The
Option is exercisable at any point during a 90 day period
commencing on 6 November 2016 (the "Option Period").
Prior to and during the Option Period, Sheltam has agreed to use
its reasonable endeavours to secure for the Group third party
buyers, for any one or more of the three C30 locomotives still
owned by the Group. In consideration for this, PME Locomotives will
pay to Sheltam a sum equal to 50% of the amount by which any cash
purchase price exceeds a hurdle price of US$1,500,000 per C30
locomotive. To date, there has been no enquiry for the purchase of
any of the C30 locomotives.
In the six months to 30 June 2016 PME has been in active
discussions with Sheltam in respect of the early sale of the three
C30 locomotives to Sheltam however no early sale has been agreed
and the Directors currently do not anticipate an early sale in
advance of the Option Period starting on 6 November 2016. PME
Locomotives can expect US$4.25 million from exercising the Option
for the three remaining C30 locomotives. Once the Option is
exercised, completion of the sale of the relevant C30 locomotive(s)
should take place within five business days.
The Dar-es-Salaam Property, which is managed by a local managing
agent, is currently fully let and the investment continues to trade
profitably. In 2010 PME Properties Limited acquired the property
from Dovetel (T) Limited ("Dovetel"), the Company's former
telecommunication investment in Tanzania. Dovetel is also a tenant
of part of the Dar-es-Salaam Property but has been in default on
the payment of rent. As previously reported to shareholders, the
Company served a winding-up petition on Dovetel in January 2013 and
has separately been pursuing proceedings to evict Dovetel from the
Dar-es-Salaam Property.
The Directors visited Tanzania in June 2015, November 2015 and
March 2016 to review the legal strategy being followed in relation
to Dovetel. As previously announced, following these visits, the
Company changed its strategy in regards to Dovetel seeking to focus
on the eviction of them as a tenant, rather than seeking a wind up
of Dovetel itself. PME's lawyers have attended a number of status
hearings on the withdrawal of the Dovetel winding up petition
including a number of meetings in 2016 with a new judge. A
judgement was handed down by the Court of Appeal of Tanzania on 16
August 2016 to bring Dovetel back into the hands of its
Administrator. This judgement should allow the new judge to agree
to our withdrawal from the wind up proceedings.
It is the Directors' intention, following the withdrawal of the
winding up petition, to progress the eviction of Dovetel and the
collection of outstanding debt due from Dovetel (provided it makes
economic and legal sense to do so). The original lease with Dovetel
has expired and the Directors will progress the eviction of
Dovetel. An experienced operator will be appointed to carry out the
eviction.
A number of necessary investments have been carried out and
further work to enhance the appearance of the building has been
authorised. Notwithstanding Dovetel's partial occupation of the
building, the Dar-es-Salaam Property has three tenants. One tenant
will reduce the space occupied by it from November of this year,
but has extended its lease on the remaining part of the building at
higher rents for a further three years. The lease with the second
tenant has been extended for five years with rental increases built
into the agreement. The third tenant has terminated its lease as at
the end of August 2016.
The new president of Tanzania is making significant changes and
in his first budget indicated increasing spend on development and
infrastructure. He is paying for the increase by cutting current
expenditure and extracting more revenues from private companies. He
has also taken steps to stamp out corruption and has indicated that
he will move the seat of Government. The speed of change and the
number of changes has resulted in some uncertainty. This has
resulted in investment decisions being postponed which in turn has
reduced the demand for high end offices. It may therefore take some
time until the vacant space in the Dar-es-Salaam Property is rented
and the prospect of selling the building in the short term for a
reasonable price has receded.
The Directors have maintained the value of the Dar-es-Salaam
Property at US$3.8 million to reflect the current vacancy levels
and the general uncertainty in the country. The latest valuation by
a local expert for the year end 31 December 2015 put a market value
of US$6.5 million on the Dar-es-Salaam Property.
Financial Results
The loss for the six months to 30 June 2016 was US$0.40 million
(2015: loss of US$1.34 million), representing a US$0.0095 loss per
Ordinary Share (2015: loss per Ordinary Share US$0.0174). The loss
for the period was made up of ongoing operating and administrative
costs (including the costs relating to the discussions with Sheltam
in respect of the early sale of the three locomotives) reduced by
the net gain in the fair value of assets.
The Directors, having considered the value of the Option and the
latest valuation of the Dar-es-Salaam Property, together with the
current uncertainty regarding re-letting the vacant space, are of
the opinion that the rail assets and the Dar-es-Salaam Property are
reflected in the balance sheet at realistic fair values.
As at 30 June 2016, PME's Net Asset Value attributable to
ordinary shareholders in accordance with IFRS was US$8.7 million
(US$0.21 per share), compared to the US$9.1 million (US$0.22 per
share) that was reported as at 31 December 2015.
Return of Cash and Outlook
The Directors intend to exercise the Option for the three
remaining C30 locomotives in the last quarter of 2016. In addition
the Directors will start the marketing process for the sale of the
Dar-es-Salaam Property in 2017, provided the local economic
uncertainty has receded, outstanding legal issues have been
resolved, Dovetel has been evicted, necessary repairs concluded and
the vacant space has been relet.
Based on the results of these actions, the Directors continue to
anticipate that another tender offer will be proposed to
shareholders in the second half of 2017.
Paul Macdonald
Chairman
13 September 2016
Statement of Comprehensive Income (Unaudited) Period from 1 January (Unaudited) Period from 1 January
2016 to 30 June 2016 2015 to 30 June 2015
Note US$'000 US$'000
------------------------------------ ----- ----------------------------------- ------------------------------------
Net gains/(losses) on financial
assets at fair value through
profit or loss 10 75 (214)
Operating and administration
expenses 5 (454) (568)
Project related expenses 6 - (594)
Foreign exchange (loss)/gain (12) 70
------------------------------------ ----- ----------------------------------- ------------------------------------
Operating loss (391) (1,306)
Finance income 7 - 3
Finance costs 7 - (36)
------------------------------------ ----- ----------------------------------- ------------------------------------
Loss before income tax (391) (1,339)
Income tax 8 - -
------------------------------------ ----- ----------------------------------- ------------------------------------
Loss and total comprehensive
expense for the period (391) (1,339)
Basic and diluted loss per share
(cents) attributable to the equity
holders of the Company
during the period 9 (0.95) (1.74)
------------------------------------ ----- ----------------------------------- ------------------------------------
Balance Sheet (Unaudited) (Audited)
As at 30 June 2016 As at 31 December 2015
Note US$'000 US$'000
------------------------------------------------------- ----- -------------------- ------------------------
Assets
Current assets
Financial assets at fair value through profit or loss 10 7,984 7,856
Trade and other receivables 11 68 32
Cash and cash equivalents 12 813 1,331
------------------------------------------------------- ----- -------------------- ------------------------
Total current assets 8,865 9,219
------------------------------------------------------- ----- -------------------- ------------------------
Total assets 8,865 9,219
------------------------------------------------------- ----- -------------------- ------------------------
Equity and liabilities
Equity
Issued share capital 13 410 410
Capital redemption reserve 1,395 1,395
Retained earnings 6,880 7,271
------------------------------------------------------- ----- -------------------- ------------------------
Total equity 8,685 9,076
------------------------------------------------------- ----- -------------------- ------------------------
Current liabilities
Secured loan 16 - -
Trade and other payables 17 180 143
------------------------------------------------------- ----- -------------------- ------------------------
Total current liabilities 180 143
------------------------------------------------------- ----- -------------------- ------------------------
Total liabilities 180 143
------------------------------------------------------- ----- -------------------- ------------------------
Total equity and liabilities 8,865 9,219
------------------------------------------------------- ----- -------------------- ------------------------
The interim financial statements on pages 4 to 16 were approved
and authorised for issue by the Board of Directors on 13 September
2016 and signed on its behalf by:
Paul Macdonald Lawrence Kearns
Director Director
Statement of Changes in Equity
Share capital Capital redemption reserve Retained earnings Total
US$'000 US$'000 US$'000 US$'000
----------------------------------------- -------------- --------------------------- ------------------ ----------
Balance at 1 January 2015 768 1,037 16,528 18,333
----------------------------------------- -------------- --------------------------- ------------------ --------
Comprehensive expense
Loss for the period - - (1,339) (1,339)
----------------------------------------- -------------- --------------------------- ------------------ --------
Total comprehensive expense for the
period - - (1,339) (1,339)
----------------------------------------- -------------- --------------------------- ------------------ --------
Balance at 30 June 2015 768 1,037 15,189 16,994
----------------------------------------- -------------- --------------------------- ------------------ --------
Balance at 1 January 2016 410 1,395 7,271 9,076
-------------------------------------------- ---- ------ ------ ------
Comprehensive expense
Loss for the period - - (391) (391)
-------------------------------------------- ---- ------ ------ ------
Total comprehensive expense for the period - - (391) (391)
-------------------------------------------- ---- ------ ------ ------
Balance at 30 June 2016 410 1,395 6,880 8,685
-------------------------------------------- ---- ------ ------ ------
Cash Flow Statement
(Unaudited) Period from 1 January (Unaudited) Period from 1 January
2016 to 30 June 2016 2015 to 30 June 2015
Note US$'000 US$'000
------------------------------------ ----- ----------------------------------- ------------------------------------
Cash flows from operating
activities
Purchase of financial assets -
loans to investee companies 10 (53) (231)
Proceeds from sale of financial
assets - return of capital 10 - 11,500
Interest paid - (36)
Operating expenses paid (462) (1,470)
------------------------------------ ----- ----------------------------------- ------------------------------------
Net cash (used in)/generated from
operating activities (515) 9,763
------------------------------------ ----- ----------------------------------- ------------------------------------
Financing activities
Repayment of secured loan 16 - (651)
------------------------------------ ----- ----------------------------------- ------------------------------------
Net cash used in financing
activities - (651)
------------------------------------ ----- ----------------------------------- ------------------------------------
Net (decrease)/increase in cash and
cash equivalents (515) 9,112
Cash and cash equivalents at
beginning of period 1,331 144
Foreign exchange losses on cash and
cash equivalents (3) (27)
------------------------------------ ----- ----------------------------------- ------------------------------------
Cash and cash equivalents at end of
period 12 813 9,229
------------------------------------ ----- ----------------------------------- ------------------------------------
Notes to the Interim Financial Statements
1 General Information
PME African Infrastructure Opportunities plc (the "Company") was
incorporated and is registered and domiciled in the Isle of Man
under the Isle of Man Companies Acts 1931 to 2004 on 19 June 2007
as a public limited company with registered number 120060C. The
investment objective of PME African Infrastructure Opportunities
plc and its subsidiaries (the "Group") was to achieve significant
total return to investors through investing in various
infrastructure projects and related opportunities across a range of
countries in sub-Saharan Africa. On 19 October 2012 the
shareholders approved the revision of the Company's Investing
Policy which is now to realise the remaining assets of the Company
and to return both existing cash reserves and the proceeds of
realisation of the remaining assets to shareholders.
The Company's investment activities were managed by PME
Infrastructure Managers Limited (the "Investment Manager") to 6
July 2012. No alternate has been appointed therefore the Board of
Directors has assumed responsibility for the management of the
Company's remaining assets. The Company's administration is
delegated to Galileo Fund Services Limited (the "Administrator").
The registered office of the Company is Millennium House, 46 Athol
Street, Douglas, Isle of Man, IM1 1JB.
Pursuant to its AIM admission document dated 6 July 2007, there
was an original placing of up to 180,450,000 Ordinary Shares with
Warrants attached on the basis of 1 Warrant for every 5 Ordinary
Shares. Following the close of the placing on 12 July 2007,
180,450,000 Shares and 36,090,000 Warrants were issued. The
Warrants lapsed in July 2012. The Shares of the Company were
admitted to trading on AIM, a market of the London Stock Exchange,
on 12 July 2007 when dealings also commenced.
Financial Year End
The financial year end for the Company is 31 December in each
year.
Going concern
In assessing the going concern basis of preparation of the
interim financial statements for the period ended 30 June 2016, the
Directors have taken into account the status of current
negotiations on the realisation of the remaining assets. The
Directors consider that the Group has sufficient funds for its
ongoing operations and therefore have continued to adopt the going
concern basis in preparing these interim financial statements.
2 Summary of Significant Accounting Policies
2.1 Basis of preparation
The accounting policies applied by the Company in the
preparation of these condensed financial statements are the same as
those applied by the Company in its financial statements for the
year ended 31 December 2015.
These interim financial statements have been prepared in
accordance with IAS 34 'Interim Financial Reporting' as adopted by
the European Union. They do not include all of the information
required for full annual financial statements and should be read in
conjunction with the financial statements of the Company as at and
for the year ended 31 December 2015, which have been prepared in
accordance with International Financial Reporting Standards
("IFRS") as adopted by the European Union.
In accordance with IFRS 10, 'Consolidated financial statements',
the Directors have concluded that the Company meets the definition
of an investment entity and therefore no longer consolidates its
subsidiaries, instead it is required to account for these
subsidiaries at fair value through profit or loss in accordance
with IAS 39, 'Financial instruments: recognition and measurement'
and prepares separate company financial statements only.
The interim financial statements for the six months ended 30
June 2016 are unaudited. The comparative interim figures for the
six months ended 30 June 2015 are also unaudited.
2.2 Critical accounting estimates
The Company makes estimates and assumptions concerning the
future. The resulting accounting estimates will, by definition,
seldom equal the related actual results. The estimates and
assumptions that have a significant risk of causing a material
adjustment to the carrying amounts of assets and liabilities within
the next financial period are in relation to the financial assets
at fair value through profit or loss, see note 10.
3 Risk Management
The Company's activities expose it to a variety of financial
risks: market risk (including foreign currency risk and interest
rate risk), credit risk and liquidity risk. The financial risks
relate to the following financial instruments: financial assets at
fair value through profit or loss, loans and receivables, cash and
cash equivalents, secured loan and trade and other payables. There
has been no material change in the market, credit or liquidity risk
profile since the year ended 31 December 2015.
There have been no changes in risk management policies or
responsibilities since the year end. The risk management is carried
out by the executive Directors.
These interim financial statements do not include all financial
risk management information and disclosures required for full
annual financial statements and should be read in conjunction with
the financial statements of the Company as at and for the year
ended 31 December 2015.
The Company has a number of financial instruments which are not
measured at fair value in the balance sheet. The fair values of
these instruments are not materially different to their carrying
amounts as the interest rates are close to current market rates or
the instruments are short-term in nature.
4 Segment Information
The chief operating decision-makers have been identified as the
Board of Directors. The Board reviews the Company's internal
reporting in order to assess performance and allocate resources. It
has determined the operating segments based on these reports. The
Board considers the business on a project by project basis by type
of business. The type of business is transport (railway) and
leasehold.
Six months ended 30 June 2016 Transport Leasehold Other* Total
Property
PME Locomotives PME TZ
Property
US$'000 US$'000 US$'000 US$'000
------------------------------------------------------------ ---------------- ---------- ---------- ----------
Net losses on financial assets at fair value through profit
or loss (37) 124 (12) 75
Loss for the period (37) 124 (478) (391)
------------------------------------------------------------ ---------------- ---------- ---------- ----------
* Other refers to income and expenses of the Company not
specific to any specific sector such as income on un-invested
funds.
Six months ended 30 June 2015 Transport Leasehold Other** Total
Property
PME RSACO PME Locomotives PME TZ Property
US$'000 US$'000 US$'000 US$'000 US$'000
-------------------------------------------------- ---------- ---------------- ---------------- -------- --------
Net losses on financial assets at fair value
through profit or loss (34) (336) 164 (8) (214)
Finance income - - - 3 3
Finance costs - - - (36) (36)
Loss for the period (34) (336) 164 (1,133) (1,339)
-------------------------------------------------- ---------- ---------------- ---------------- -------- --------
** Other refers to income and expenses of the Company not
specific to any specific sector such as income on un-invested
funds.
30 June 2016 Transport Leasehold Other* Total
Property
PME Locomotives PME TZ
Property
US$'000 US$'000 US$'000 US$'000
--------------------- ---------------- ---------- ---------- ----------
Segment assets 3,980 4,004 881 8,865
Segment liabilities - - (180) (180)
--------------------- ---------------- ---------- ---------- ----------
* Other assets comprise cash and cash equivalents US$812,813 and
other assets US$68,301.
31 December 2015 Transport Leasehold Other* Total
Property
PME PME TZ
Locomotives Property
US$'000 US$'000 US$'000 US$'000
--------------------- ------------- ---------- ---------- ----------
Segment assets 3,988 3,868 1,363 9,219
Segment liabilities - - (143) (143)
--------------------- ------------- ---------- ---------- ----------
** Other assets comprise cash and cash equivalents US$1,330,692
and other assets US$31,655.
5 Operating and Administration Expenses
Period ended Period ended
30 June 2016 30 June 2015
US$'000 US$'000
--------------------------------------- --------------- --------------
Administration expenses 77 81
Administrator and Registrar fees 43 50
Audit fees 32 46
Directors' fees 113 156
Professional fees 174 207
Other 15 28
--------------------------------------- --------------- --------------
Operating and administration expenses 454 568
--------------------------------------- --------------- --------------
Administrator and Registrar fees
The Administrator receives a fee of 10 basis points per annum of
the net assets of the Company between GBP0 and GBP50 million; 8.5
basis points per annum of the net assets of the Company between
GBP50 million and GBP100 million and 7 basis points per annum of
the net assets of the Company in excess of GBP100 million, subject
to a minimum monthly fee of GBP4,000 and a maximum monthly fee of
GBP12,500 payable quarterly in arrears.
Administration fees expensed by the Company for the period ended
30 June 2016 amounted to US$38,573 (30 June 2015: US$45,292).
Administrator and Registrar fees (continued)
The Administrator provides general secretarial services to the
Company, for which it receives a minimum annual fee of GBP5,000.
Additional fees, based on time and charges, apply where the number
of Board meetings exceeds four per annum. For attendance at
meetings not held in the Isle of Man, an attendance fee of GBP750
per day or part thereof is charged. The fees payable by the Company
for general secretarial services for the period ended 30 June 2016
amounted to US$4,018 (30 June 2015: US$4,718).
From 26 October 2010 the Administrator has been appointed to
oversee the administration of the Mauritian subsidiaries. The
minimum annual fee for each of these companies is GBP5,000 per
annum. Administration fees of the Mauritian subsidiaries for the
period ended 30 June 2016 amounted to US$14,432 (30 June 2015:
US$24,402).
From 31 January 2013, the Administrator has been appointed to
act as administrator of PME Properties Limited and to provide
accounting, valuation and certain other administrative services to
that company. The minimum annual administration fee of this company
is GBP2,500 per annum. Administration fees of PME Properties
Limited for the period ended 30 June 2016 amounted to US$21,742 (30
June 2015: US$15,752).
Directors' Remuneration
The maximum amount of basic remuneration payable by the Company
by way of fees to the Non-executive Directors permitted under the
Articles of Association is GBP200,000 per annum. The Directors are
each entitled to receive reimbursement of any expenses incurred in
relation to their appointment. The Executive Directors are entitled
to receive annual basic salaries of GBP75,000.
Total fees and basic remuneration (including VAT where
applicable) and expenses payable by the Company for the period
ended 30 June 2016 amounted to US$112,735 (30 June 2015:
US$155,787) and was split as below. Directors' insurance cover
payable amounted to US$14,918 (30 June 2015: US$14,877).
Period ended Period ended
30 June 2016 30 June 2015
US$'000 US$'000
----------------------- -------------- --------------
Paul Macdonald 50 59
Lawrence Kearns 56 66
Expense reimbursement 7 31
113 156
----------------------- -------------- --------------
6 Project Related Expenses
On 17 April 2015 the Company entered into an agreement to sell
the majority of the Group's rail assets for an aggregate cash
consideration of US$11.5 million (the "Sale Transaction") and also
entered into an option agreement in respect of the Company's
remaining rail assets.
The sale included the Company's interest in the share capital of
PME RSACO (Mauritius) Limited, together with certain intercompany
loans and seven of the ten C30 locomotives which were subject to
the finance lease held by PME Locomotives (Mauritius) Limited. The
Group continues to own the remaining three C30 locomotives but
holds a put option for US$1 to require the buyer to purchase one or
more of the remaining C30 locomotives for US$1,416,666 per
locomotive at any point during a 90 day period commencing on 6
November 2016, being the date 18 months following the completion of
the disposal. All conditions of the disposal were met by the end of
April 2015 and as a result the Sale Transaction completed on 5 May
2015.
Transaction costs in relation to the Sale Transaction for the
six months ended 30 June 2015 totalled $593,583.
7 Net Finance Expense
Period ended Period ended
30 June 2016 US$'000 30 June 2015 US$'000
Bank interest income - 3
------------------------------- ----------------------- ----------------------
Finance income - 3
------------------------------- ----------------------- ----------------------
Interest charge (see note 16) - (36)
------------------------------- ----------------------- ----------------------
Finance expense - (36)
------------------------------- ----------------------- ----------------------
Net finance expense - (33)
------------------------------- ----------------------- ----------------------
8 Income Tax Expense
The Company is resident for taxation purposes in the Isle of Man
and is subject to income tax at a rate of zero per cent (2015: zero
per cent).
9 Basic and Diluted Loss per Share
Basic loss per share is calculated by dividing the loss
attributable to equity holders of the Company by the weighted
average number of Ordinary Shares in issue during the period.
Period ended Period ended
30 June 2016 30 June 2015
----------------------------------------------------------------- --------------- ---------------
Loss attributable to equity holders of the Company (US$'000) (391) (1,339)
Weighted average number of Ordinary Shares in issue (thousands) 40,973 76,754
----------------------------------------------------------------- --------------- ---------------
Basic loss per share (cents) from loss for the period (0.95) (1.74)
----------------------------------------------------------------- --------------- ---------------
There is no difference between basic and diluted Ordinary Shares
as there are no potential dilutive Ordinary Shares.
10 Financial Assets at Fair Value through Profit or Loss
The following subsidiaries of the Company are held at fair value
in accordance with IFRS 10:
Country of incorporation Percentage of shares held
------------------------------------- -------------------------- --------------------------
PME Locomotives (Mauritius) Limited Mauritius 100%
PME TZ Property (Mauritius) Limited Mauritius 100%
------------------------------------- -------------------------- --------------------------
The Company's 100% owned subsidiary PME Tanco (Mauritius)
Limited appointed a liquidator on 28 June 2016.
The following company is an indirect investment of the Company
and is included within the fair value of the direct
investments:
Country of incorporation Percentage of shares held Parent company
----------------------- ------------------------- -------------------------- ------------------------------------
PME Properties Limited Tanzania 100% PME TZ Property (Mauritius) Limited
----------------------- ------------------------- -------------------------- ------------------------------------
The following table shows a reconciliation of the opening
balances to the closing balances for fair value measurements:
30 June 2016 31 December 2015
US$'000 US$'000
-------------------------------------------- ------------- -----------------
Start of the period/year 7,856 19,560
Increase in loans to investee companies 53 237
Return of capital* - (11,500)
Movement in fair value of financial assets 75 (441)
End of the period/year 7,984 7,856
-------------------------------------------- ------------- -----------------
* The return of capital relates to a share buyback conducted by
PME Locomotives (Mauritius) Limited in May 2015
During the year ended 31 December 2015 the Group disposed of its
holding in PME RSACO (Mauritius) Limited (which included the
Group's indirect holding in Sheltam Holdings) for total
consideration of US$1. This resulted in a loss on disposal of
US$10,576 which is included in the movement in fair value of
financial assets.
Assets carried at amounts based on fair value are defined as
follows:
-- Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
-- Inputs other than quoted prices included within level 1 that
are observable for the asset or liability, either directly (that
is, as prices) or indirectly (that is, derived from prices) (Level
2).
-- Inputs for the asset or liability that are not based on
observable market data (that is, unobservable inputs) (Level
3).
The fair values of all financial assets at fair value through
profit or loss are determined using valuation techniques using
significant unobservable inputs. Accordingly, the fair values are
classified as level 3. There were no transfers between levels
during the year. The key inputs and most significant unobservable
inputs are shown below.
Fair value as at Fair value as at Valuation Significant Sensitivity to
30 June 2016 31 December 2015 technique unobservable significant
US$'000 inputs unobservable inputs
US$'000
------------------ ------------------ ------------------ ----------------- ----------------- --------------------
Rail assets (PME 3,980 3,988 Agreed/ proposed Estimated N/A
Locomotives transaction recovery value
(Mauritius) terms less value
Limited) of other net
liabilities
Real estate 4,004 3,868 Adjusted Discount rate If the discount
investments (PME discounted cash rate were 1%
TZ Property flow property higher/lower the
(Mauritius) valuation estimated fair
Limited) plus value of Estimated value would
other net assets adjustment for (decrease)/increase
caveat and non by US$27,000
rent paying
tenant (Dovetel) N/A
------------------ ------------------ ------------------ ----------------- ----------------- --------------------
Total 7,984 7,856
------------------ ------------------ ------------------ ----------------- ----------------- --------------------
Commitments under operating leases relating to PME Properties
Limited are disclosed in note 18.
11 Trade and Other Receivables
30 June 2016 31 December 2015
US$'000 US$'000
----------------------------- ------------- -----------------
Prepayments 19 32
Other receivables 49 -
Trade and other receivables 68 32
----------------------------- ------------- -----------------
12 Cash and Cash Equivalents
30 June 2016 31 December 2015
US$'000 US$'000
--------------------------- ------------- -----------------
Bank balances 813 1,331
Cash and cash equivalents 813 1,331
--------------------------- ------------- -----------------
13 Share Capital
Ordinary Shares of US$0.01 each 31 December 2015 and 31 December 2015 and
30 June 2016 30 June 2016
Number US$'000
--------------------------------- --------------------- ---------------------
Authorised 500,000,000 5,000
--------------------------------- --------------------- ---------------------
C Shares of US$1 each 31 December 2015 and 31 December 2015 and
30 June 2016 30 June 2016
Number US$'000
----------------------- --------------------- ---------------------
Authorised 5,000,000 5,000
Issued - -
----------------------- --------------------- ---------------------
Ordinary Shares of US$0.01 each 30 June 2016 31 December 2015 US$'000
US$'000
----------------------------------------------------------- ------------- -------------------------
40,973,236 (31 December 2015: 40,973,236) Ordinary Shares
in issue, with full voting rights 410 410
410 410
----------------------------------------------------------- ------------- -------------------------
At incorporation the authorised share capital of the Company was
US$10,000,000 divided into 500,000,000 Ordinary Shares of US$0.01
each and 5,000,000 C Shares of US$1.00 each. The holders of
Ordinary Shares are entitled to receive dividends as declared from
time to time and are entitled to one vote per share at meetings of
the Company.
The holders of C Shares would be entitled to one vote per share
at the meetings of the Company. The C Shares can be converted into
Ordinary Shares on the approval of the Directors. On conversion
each C share would be sub-divided into 100 C Shares of US$0.01 each
and will be automatically converted into New Ordinary Shares of
US$0.01 each.
On 12 July 2007, the Company raised a gross amount of
US$180,450,000 following the admission of the Company's Ordinary
Shares to AIM. The Company placed 180,450,000 Ordinary Shares of
US$0.01 par value, at an issue price of US$1.00 per share, and
36,090,000 Warrants on a 1 Warrant per 5 Ordinary Shares basis.
The Warrants lapsed in July 2012. No subscription rights were
exercised prior to the Warrants lapsing.
14 Capital Redemption Reserve
The capital redemption reserve is created on the cancellation of
shares equal to the par value of shares cancelled. This reserve is
not distributable.
15 Net Asset Value per Share
As at 30 June As at 31 December 2015
2016
-------------------------------------------------------------------- -------------- ----------------------------
Net assets attributable to equity holders of the Company (US$'000) 8,685 9,076
Shares in issue (thousands) 40,973 40,973
-------------------------------------------------------------------- -------------- ----------------------------
NAV per share (US$) 0.21 0.22
-------------------------------------------------------------------- -------------- ----------------------------
The NAV per share is calculated by dividing the net assets
attributable to equity holders of the Company by the number of
Ordinary Shares in issue.
16 Secured Loan
On 10 October 2014 the Company entered into a secured loan
agreement with Helvetica Deutschland GmbH ("Helvetica") for
EUR600,000 to assist with general working capital (the "Initial
Helvetica Loan"). The Initial Helvetica Loan was secured on the
Company's cash receivables, was repayable at par on 10 October 2015
and attracted interest at a rate of 10% per annum.
On 12 February 2015 the Company entered into a further secured
loan agreement with Helvetica for a further loan of EUR400,000 on
the same terms as the Initial Helvetica Loan.
Interest payable by the Company for the six months ended 30 June
2015 amounted to US$36,105.
Paul Macdonald holds 40% of Helvetica's issued share capital,
therefore Helvetica is deemed to be a related party of the Company
and the loans provided to the Company by Helvetica were related
party transactions.
The loans and all outstanding interest were settled in full on
completion of the disposal of rail assets in May 2015.
17 Trade and Other Payables
30 June 2016 31 December 2015
US$'000 US$'000
------------------------------------ ------------- -----------------
Administration fees payable 19 24
Audit fee payable 31 69
CREST service provider fee payable 5 10
Directors' fees payable - -
Legal fees payable 99 15
Other sundry creditors 26 25
180 143
------------------------------------ ------------- -----------------
The fair value of the above financial liabilities approximates
their carrying amounts.
18 Contingent Liabilities and Commitments
PME Properties Limited has entered into a number of operating
lease agreements in respect of properties. The lease terms are
between one and ten years and the majority of the lease agreements
are renewable at the end of the lease period at market rates.
The Group's future aggregate minimum lease payments, by virtue
of its indirect investment in PME Properties Limited, under
operating leases are as follows:
30 June 2016 31 December 2015
US$'000 US$'000
----------------------------------------- ------------- -----------------
Amounts payable under operating leases:
Within one year 40 -
In the second to fifth years inclusive 220 200
Beyond five years 1,220 1,280
----------------------------------------- ------------- -----------------
1,480 1,480
----------------------------------------- ------------- -----------------
19 Related Party Transactions
Parties are considered to be related if one party has the
ability to control the other party or to exercise significant
influence over the other party in making financial or operational
decisions. Key management is made up of the Board of Directors.
The Directors of the Company are considered to be related
parties by virtue of their influence over making operational
decisions. Directors' remuneration is disclosed in note 5 and the
related party loan is disclosed in note 16.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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