PME African Infrastructure Opps PLC Extension of Put Option Completion (8453H)
12 June 2017 - 11:54PM
UK Regulatory
TIDMPMEA
RNS Number : 8453H
PME African Infrastructure Opps PLC
12 June 2017
12 June 2017
PME African Infrastructure Opportunities plc
("PME", the "Company" and together with its subsidiaries the
"Group")
Extension of Put Option 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 types of 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 was
exercised by PME Locomotives on 2 February 2017 (the "Option
Exercise").
The Company announces that following further discussions with
the Sheltam group, PME Locomotives has entered into a further deed
of variation (the "Deed of Variation") pursuant to which the long
stop date for the completion and settlement of the Option
("Completion") has been extended from 15 June 2017 to 31 July 2017.
This extension aligns Completion with the recently advised final
back stop date for receipt, by Sheltam, of regulatory approvals for
the Sheltam corporate fund raising currently in progress and which
will be applied partially in settlement of the Option.
In accordance with the terms of the Option, as amended by a 2
February 2017 deed of variation, Completion was previously
scheduled to occur on the earlier of: (a) the fifth business day
after completion of a Sheltam corporate fund raising currently in
progress; (b) 15 June 2017; and (c) the date specified in writing
by PME Locomotives following the occurrence of any of: (i) a change
of control of Sheltam; (ii) the Sheltam corporate fund raising
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.
Completion will now occur on the earlier of: (a) the fifth
business day after completion of a Sheltam corporate fund raising
currently in progress or such other date as the Company and Sheltam
shall agree; (b) 31 July 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 subscription agreement for
the Sheltam corporate fund raising currently in progress lapsing or
terminating; (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 at a rate of 10% per annum from and including 9
February 2017 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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