PME African Infrastructure Opps PLC Exercise of Option and Extension of Completion (9016V)
February 02 2017 - 7:48AM
UK Regulatory
TIDMPMEA
RNS Number : 9016V
PME African Infrastructure Opps PLC
02 February 2017
2 February 2017
PME African Infrastructure Opportunities plc
("PME", the "Company" and together with its subsidiaries the
"Group")
Exercise of Option and Extension of Completion
PME African Infrastructure Opportunities plc is an investment
company, established to invest in sub-Saharan African
infrastructure and infrastructure related industries. In 2012 the
Company adopted a revised investing policy, pursuant to which the
Company has sought to realise its remaining assets and return
capital to shareholders. Since 2012, the Company has disposed of
the majority of its assets and carried out three tender offers,
returning a total of US$26.8 million to shareholders. The Company's
remaining assets consist of two assets, namely three C30
locomotives and a building in Dar-es-Salaam, Tanzania.
Following the sale of its rail assets in April 2015, the
Company, via its wholly owned subsidiary PME Locomotives
(Mauritius) Limited ("PME Locomotives"), has a put option to
require Sheltam (Mauritius) Limited ("Sheltam") to purchase any one
or more of the three C30 locomotives still owned by PME Locomotives
for US$1,416,666 per locomotive (the "Option"). The Option is
exercisable at any point during a 90 day period which commenced on
6 November 2016 (the "Option Period").
In accordance with its current investing policy, the Company
announced on 15 November 2016 that it intended to exercise the
Option in respect of all three C30 locomotives prior to the expiry
of the Option Period and had communicated this intention to
Sheltam.
The Company confirms that it has today exercised the Option in
respect of all three C30 locomotives (the "Option Exercise").
Under the April 2015 option agreement (the "Option Agreement"),
completion and settlement of the sale of any one or more C30
locomotives which is or are the subject of an exercise notice by
PME ("Completion") was required to occur within five business days
of the exercise notice.
The Company announces that alongside the Option Exercise, and
following discussions with the Sheltam group, PME Locomotives has
entered into a deed of variation to the Option Agreement with
Sheltam (the "Deed of Variation") pursuant to which Completion will
now occur on the earlier of: (a) the fifth business day after
completion of a Sheltam corporate fundraising currently in
progress; (b) 15 June 2017; and (c) the date specified in writing
by PME Locomotives on the occurrence of any of: (i) a change of
control of Sheltam; (ii) the Sheltam corporate fundraising
currently in progress not proceeding; (iii) the sale, divestment or
transfer to a third party of a material part of the Sheltam group's
business; (iv) the insolvency of the Sheltam group or the Sheltam
group entering into any arrangement with creditors; or (v) any
event of default under the Sheltam group's existing debt
facilities.
Interest shall accrue on the US$4.25 million cash consideration
payable to PME in accordance with the Deed of Variation at a rate
of 10% per annum from and including the fifth business day
following the Option Exercise and up to Completion.
Related Party Transaction
Sheltam is an affiliate of Principle Capital Investments Limited
("PCIL") by virtue of their common ultimate ownership. PUG
Investments Limited ("PUG"), a 10.14% shareholder of PME is a
wholly owned subsidiary of PCIL. Under the AIM Rules for Companies
(the "AIM Rules"), Sheltam and PUG are, therefore, deemed to be
related parties of the Company and the entry by the Company into
the Deed of Variation is a related party transaction pursuant to
Rule 13 of the AIM Rules.
The directors of PME, Paul Macdonald and Lawrence Kearns,
consider, having consulted with the Company's nominated adviser,
that the terms of the Deed of Variation are fair and reasonable
insofar as the shareholders of PME are concerned.
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
This announcement is inside information for the purposes of
Article 7 of Regulation 596/2014.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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