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| Share Name | Share Symbol | Market | Type | Share ISIN | Share Description |
|---|---|---|---|---|---|
| Pme African Infrastructure Opportunities Plc | LSE:PMEA | London | Ordinary Share | IM00B1WSL611 | ORD USD0.01 |
| Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
|---|---|---|---|---|---|---|---|---|---|---|
| 0.00 | 0.00% | 0.03 | 0.01 | 0.05 | 0.00 | 01:00:00 |
| Industry Sector | Turnover | Profit | EPS - Basic | PE Ratio | Market Cap |
|---|---|---|---|---|---|
| 0 | 0 | N/A | 0 |
From May 2019 to May 2024
TIDMPMEA
RNS Number : 9862V
PME African Infrastructure Opps PLC
22 April 2016
22 April 2016
PME African Infrastructure Opportunities plc
("PME" or the "Company")
(AIM: PMEA.L)
Final Results for the year ended 31 December 2015
PME African Infrastructure Opportunities plc, an investment company established to invest in sub-Saharan African infrastructure and infrastructure related industries, announces its audited results for the year ended 31 December 2015.
Financial Highlights
-- Net Asset Value of US$9.1 million (2014: US$18.3 million) -- Net Asset Value per share of US$0.22 (2014: US$0.24)
-- Loss attributable to shareholders for the year ended 31 December 2015 was US$2.1 million (2014: loss of US$16.6 million).
-- Basic and diluted loss per share of US$0.0284 (2014: loss per share of US$0.2169)
-- During the period the Company completed the sale of 100% of the equity of PME's wholly owned subsidiary, PME RSACO (Mauritius) Limited, the Group entity which held the Group's 50% interest in Sheltam Holdings (Pty) Ltd, together with certain intercompany loans, and the disposal of seven C30 locomotives owned by PME Locomotives (Mauritius) Limited, for an aggregate cash consideration of US$11.5 million. This disposal was completed on 5 May 2015.
-- US$7.2 million returned to PME shareholders by way of tender offer during the year.
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 annual results for PME African Infrastructure Opportunities plc ("PME" or the "Company" and together with its subsidiaries the "Group") for the year ended 31 December 2015.
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. In 2015 the Directors were able to achieve a significant milestone in the implementation of the Company's investing policy, with the sale of 100% of the equity of PME's wholly owned subsidiary, PME RSACO (Mauritius) Limited ("RSACO"), the Group entity which held the Group's 50% interest in Sheltam Holdings (Pty) Ltd, together with certain intercompany loans, and the disposal of seven C30 locomotives then owned by PME Locomotives (Mauritius) Limited ("PME Locomotives") for an aggregate consideration of US$11.5 million (the "Disposal"). At the same time, the Company also entered into a put option agreement in respect of the remaining three C30 locomotives owned by the Group. This put option is first exercisable by the Group in the last quarter of 2016.
A tender offer was successfully completed by the Company in November 2015. A total of 35,780,661 ordinary shares of US$0.01 each in the capital of the Company ("Ordinary Shares"), comprising 46.6 per cent. of the Ordinary Shares then outstanding, were validly tendered at a price of US$0.20 per Ordinary Share and were cancelled by the Company upon completion of the tender offer on 4 December 2015. The total number of remaining issued Ordinary Shares is 40,973,326.
Investments
The Disposal is reflected in these financial statements. Following the Disposal, the Company, through its wholly owned subsidiaries PME Locomotives and PME Properties Limited ("PME Properties"), continues to own three C30 locomotives and a commercial property in Dar-es-Salaam, Tanzania (the "Dar-es-Salaam Property").
PME Locomotives has a put option to require RSACO 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, RSACO 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 RSACO 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.
PME Locomotives can expect a further 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 or locomotives will take place within five business days.
The Dar-es-Salaam Property, which is managed by a local managing agent, is fully let and the investment continues to trade profitably. In 2010 PME Properties 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 a result of this review, the Company will no longer continue to seek the winding up of Dovetel as this has restricted the eviction process. PME's lawyers have attended a number of status hearings on the withdrawal of the Dovetel winding up petition including two meetings in 2016 with a new judge. A further meeting is planned for April 2016 and the Directors expect this action to be successful to withdraw the winding up petition.
Following withdrawal of the winding up petition, the Directors intend 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 caveat on the land register obtained by Dovetel against the Dar-es-Salaam Property, which had been prohibiting the sale of the property, has expired.
During the visits to Tanzania, the Directors reviewed the operational performance of the Dar-es-Salaam Property with the property manager. A number of necessary investments required to maintain the property in a good state have been carried out and continue to be carried out. There were also positive meetings with the three rent paying tenants.
The Directors have valued the Dar-es-Salaam Property at US$3.8 million to reflect the current legal uncertainty regarding Dovetel's occupation. The latest valuation by a local expert puts a market value of US$6.5 million on the building without taking into account this legal uncertainty.
Financial Results
The basis of preparation of the financial statements reflects the changes introduced in the prior year by IFRS 10. A more detailed explanation is given in note 2.1 to the financial statements. The results now reflect the Company's position and no longer a Group position.
The loss for the year to 31 December 2015 was US$2.1 million (2014: loss of US$16.6 million), representing US$0.0284 loss per Ordinary Share (2014: loss per Ordinary Share US$0.2169). The loss for the year was made up of a loss arising on the adjustment of the fair value of assets, operating and administrative costs including the cost of the tender offer and the remaining expenses associated with the Disposal.
The Directors, having considered the value achieved on the Disposal and the latest valuation of the Dar-es-Salaam Property, together with the current legal uncertainty regarding Dovetel's occupation of it, 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 31 December 2015, PME's Net Asset Value attributable to ordinary shareholders in accordance with IFRS was US$9.1 million (US$0.22 per share), compared to the US$18.3 million (US$0.24 per share) that was reported as at 31 December 2014.
Return of Cash and Outlook
The Directors intend to exercise the Option for the three remaining C30 locomotives in the last quarter of 2016. In addition the Directors expect to start the marketing process for the sale of the Dar-es-Salaam Property in the second half of 2016, provided the outstanding legal issues have been resolved, necessary repairs concluded and the space currently occupied by Dovetel has been relet.
Based on the results of these actions, the Directors anticipate that another tender offer will be proposed to shareholders in 2017.
Paul Macdonald
Chairman
21 April 2016
Statement of Comprehensive Income
Hot Features
Premium
Year ended 31 December 2015 Year ended 31 December 2014
Note US$'000 US$'000
Net losses on financial assets at fair
value through profit or loss 10 (441) (13,553)
Dividend income - 904
Operating and administration expenses 5 (1,110) (1,192)
Project related expenses 6 (594) (2,873)
Foreign exchange gain 65 84
------------------------------------------ ----- ------------------------------------- ----------------------------
Operating loss (2,080) (16,630)
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Finance income 7 15 - Finance costs 7 (36) (16) Loss before income tax (2,101) (16,646) Income tax 8 - - ------------------------------------------ ----- ------------------------------------- ---------------------------- Loss and total comprehensive expense for the year (2,101) (16,646) Basic and diluted loss per share (cents) attributable to the equity holders of the Company during the year 9 (2.84) (21.69) ------------------------------------------ ----- ------------------------------------- ----------------------------
Balance Sheet
Note As at 31 December 2015 As at 31 December 2014
US$'000 US$'000
------------------------------------------------------- ----- ----------------------- -----------------------
Assets
Current assets
Financial assets at fair value through profit or loss 10 7,856 19,560
Trade and other receivables 11 32 41
Cash and cash equivalents 12 1,331 144
------------------------------------------------------- ----- ----------------------- -----------------------
Total current assets 9,219 19,745
------------------------------------------------------- ----- ----------------------- -----------------------
Total assets 9,219 19,745
------------------------------------------------------- ----- ----------------------- -----------------------
Equity and liabilities
Equity
Issued share capital 13 410 768
Capital redemption reserve 14 1,395 1,037
Retained earnings 7,271 16,528
------------------------------------------------------- ----- ----------------------- -----------------------
Total equity 9,076 18,333
------------------------------------------------------- ----- ----------------------- -----------------------
Current liabilities
Secured loan 16 - 744
Trade and other payables 17 143 668
-----
Total current liabilities 143 1,412
------------------------------------------------------- ----- ----------------------- -----------------------
Total liabilities 143 1,412
------------------------------------------------------- ----- ----------------------- -----------------------
Total equity and liabilities 9,219 19,745
------------------------------------------------------- ----- ----------------------- -----------------------
Statement of Changes in Equity
Share capital Capital redemption reserve Retained earnings Total
US$'000 US$'000 US$'000 US$'000
--------------------------------------- ----------------------------- ------------------ ---------
Balance at 1 January 2014 768 1,037 33,174 34,979
---------------------------------------- ----------- ---------------- ------------------ ---------
Comprehensive expense
Loss for the year - - (16,646) (16,646)
---------------------------------------- ----------- ---------------- ------------------ ---------
Total comprehensive expense for the
year - - (16,646) (16,646)
---------------------------------------- ----------- ---------------- ------------------ ---------
Balance at 31 December 2014 768 1,037 16,528 18,333
---------------------------------------- ----------- ---------------- ------------------ ---------
Balance at 1 January 2015 768 1,037 16,528 18,333
------------------------------------------ ------ ------ -------- --------
Comprehensive expense
Loss for the year - - (2,101) (2,101)
------------------------------------------ ------ ------ -------- --------
Total comprehensive expense for the year - - (2,101) (2,101)
------------------------------------------ ------ ------ -------- --------
Transactions with owners
Tender offer (notes 13 and 14) (358) 358 (7,156) (7,156)
------------------------------------------ ------ ------ -------- --------
Total transactions with owners (358) 358 (7,156) (7,156)
------------------------------------------ ------ ------ -------- --------
Balance at 31 December 2015 410 1,395 7,271 9,076
------------------------------------------ ------ ------ -------- --------
Cash Flow Statement
Note Year ended 31 December 2015 Year ended 31 December 2014
US$'000 US$'000
--------------------------------------------------- ----- ---------------------------- ----------------------------
Cash flows from operating activities
Purchase of financial assets - loans to investee
companies 10 (237) -
Proceeds from sale of financial assets - return of
capital 10 11,500 -
Proceeds from sale of financial assets - repayment
of loans to investee companies 10 - 452
Interest received 15 -
Interest paid 16 (36) -
Dividends received - 904
Operating expenses paid (2,219) (3,601)
---------------------------- ----------------------------
Net cash generated from/(used in) operating
activities 9,023 (2,245)
--------------------------------------------------- ----- ---------------------------- ----------------------------
Financing activities
Tender offer 13 (7,156) -
Loan from third party 16 486 809
Repayment of loan from third party 16 (1,137) -
Net cash (used in)/generated from financing
activities (7,807) 809
--------------------------------------------------- ----- ---------------------------- ----------------------------
Net increase/(decrease) in cash and cash
equivalents 1,216 (1,436)
Cash and cash equivalents at beginning of year 144 1,587
Foreign exchange losses on cash and cash
equivalents (29) (7)
--------------------------------------------------- ----- ---------------------------- ----------------------------
Cash and cash equivalents at end of year 12 1,331 144
--------------------------------------------------- ----- ---------------------------- ----------------------------
Notes to the Financial Statements
1 General Information
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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 and 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.
Dividends
In the year to 31 December 2015 the Company declared and paid dividends of US$nil (2014: US$nil). A tender offer took place in November 2015 with up to 38,376,948 shares being available for tender at a price of US$0.20 per share. A total of 35,780,661 shares were validly tendered and were cancelled upon completion on 4 December 2015.
Going concern
In assessing the going concern basis of preparation of the financial statements for the year ended 31 December 2015, 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 financial statements.
2 Summary of Significant Accounting Policies
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all years presented unless otherwise stated.
2.1 Basis of preparation
These financial statements have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union. The financial statements have been prepared under the historical cost convention, as modified by the revaluation of financial assets at fair value through profit or loss, and the requirements of the Isle of Man Companies Acts 1931 to 2004. The preparation of financial statements in conformity with IFRS requires the use of accounting estimates. It also requires management to exercise its judgement in the process of applying the Company's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 10.
In accordance with IFRS 10, 'Consolidated financial statements', the Directors have concluded that the Company falls under the definition of an investment entity because the Company has the following characteristics:
-- the Company has obtained funds for the purpose of providing investors with investment management services;
-- the Company's investing policy, which was communicated directly to investors, is investment solely for returns from capital appreciation and investment income; and
-- the performance of investments is measured and evaluated on a fair value basis.
As a result, the Company does not consolidate 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.
a) New and amended standards and interpretations adopted by the Company
There are no new international standards, amendments or interpretations that are effective for the first time for the financial year ended 31 December 2015 that have had a significant effect on the financial statements.
b) New standards, amendments and interpretations to existing standards relevant to the Company, that are not yet effective and have not been early adopted by the Company
IFRS 9, 'Financial instruments', final version issued July 2014. This standard replaces the guidance in IAS 39, 'Financial instruments: recognition and measurement'. IFRS 9 retains but simplifies the mixed measurement model and establishes two primary categories for financial assets: amortised cost and fair value. The basis of classification depends on the entity's business model and the contractual cash flow characteristics of the financial asset. For financial liabilities, IFRS 9 retains most of the IAS 39 requirements, but in cases where the fair value option is taken, the part of a fair value change in a financial liability due to an entity's own credit risk is recorded in other comprehensive income rather than the income statement (unless this creates an accounting mismatch). The standard is not applicable until 1 January 2018 but is available for early adoption. However, the standard has not yet been endorsed by the EU. The Company is yet to assess IFRS 9's full impact.
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 year are in relation to the financial assets at fair value through profit or loss, see notes 2.6 and 10.
2.3 Foreign currency translation
a) Functional and presentation currency
Items included in the financial statements are measured using the currency of the primary economic environment in which the entity operates ('the functional currency'). These financial statements are presented in US Dollars, which is the Company's functional and presentation currency.
b) Transactions and balances
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the statement of comprehensive income.
2.4 Revenue and expense recognition
Interest income is recognised in the financial statements on a time-proportionate basis using the effective interest method. Interest expense for borrowings is recognised in the financial statements using the effective interest method.
Dividend income is recognised when the right to receive payment is established.
Expenses are accounted for on an accruals basis.
2.5 Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker. The chief operating decision-maker is the person or group that allocates resources to and assesses the performance of the operating segments of an entity. The chief operating decision-makers have been identified as the Board of Directors.
2.6 Financial assets and financial liabilities
The Company classifies its financial assets in the following categories: at fair value through profit or loss, and loans and receivables. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.
The Company designates its investments, including equity, related loans and similar instruments (note 10), as at fair value through profit or loss on initial recognition if they are not classified as held for trading but are managed, and their performance is evaluated on a fair value basis in accordance with the Company's investing policy. Such investments are initially recorded at fair value, and transaction costs for all financial assets and financial liabilities carried at fair value through profit or loss are expensed as incurred. Gains and losses arising from changes in the fair value of financial assets, including foreign exchange movements, are recognised in the statement of comprehensive income.
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets, except for maturities greater than 12 months after the balance sheet date which are classified as non-current assets. The Company's loans and receivables comprise 'trade and other receivables' and 'cash at bank' in the balance sheet (notes 11 and 12). Loans and receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for impairment is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables.
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The Company classifies its financial liabilities in the following categories: at fair value through profit or loss and other liabilities. At 31 December 2015 and 2014 the Company did not have any financial liabilities at fair value through profit or loss. Other liabilities are loans and trade creditors which are included in 'secured loan' and 'trade and other payables' in the balance sheet (notes 16 and 17).
Regular purchases and sales of investments are recognised on the trade date, being the date on which the Company commits to purchase or sell the investment. Financial assets are derecognised when the rights to receive cash flows from the investments have expired or the Company has transferred substantially all risks and rewards of ownership.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of financial assets and liabilities that are not traded in an active market is determined using valuation techniques. The Company uses a variety of methods and makes assumptions that are based on market conditions existing at each reporting date. Valuation techniques used include the use of comparable recent or proposed arm's length transactions, discounted cash flow analysis and other valuation techniques commonly used by market participants.
2.7 Trade and other receivables
Trade and other receivables are initially stated at fair value and subsequently measured at amortised cost using the effective interest method, less impairment.
A provision for impairment is established when there is objective evidence that the Company will not be able to collect all amounts to be received. Significant financial difficulties of the counterparty, probability that the counterparty will enter bankruptcy or financial reorganisation, and default in payments are considered indicators that the amount to be received is impaired. Once a financial asset or a group of similar financial assets has been written down as a result of an impairment loss, interest income is recognised using the rate of interest used to discount the future cash flows for the purpose of measuring the impairment loss.
2.8 Cash and cash equivalents
Cash and cash equivalents comprise cash deposited with banks held with original maturities of less than three months.
2.9 Trade and other payables
Trade and other payables are recognised initially at fair value and subsequently at amortised cost using the effective interest method.
2.10 Share capital
Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds.
2.11 Dividends and tender offers
Dividends and tender offers are recognised as a liability in the year in which they are declared and approved.
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. The accounting policies with respect to these financial instruments are described in note 2.
Risk management is carried out by the Executive Directors.
Foreign currency risk
Foreign currency risk is the risk that the value of financial instruments will fluctuate due to changes in foreign exchange rates. The Company's operations are conducted in jurisdictions which generate revenue, expenses, assets and liabilities in currencies other than US Dollars. As a result, the Company is subject to the effects of exchange rate fluctuations with respect to these currencies. The currencies giving rise to this risk are South African Rand, Euro and Pound Sterling.
The Company's policy is not to enter into any currency hedging transactions.
The table below summarises the Company's exposure to foreign currency risk:
31 December 2015 Monetary Assets Monetary Liabilities Total
US$'000 US$'000 US$'000
-------------------- ---------------- --------------------- ---------
South African Rand - - -
Euro - (3) (3)
Pound Sterling 27 (140) (113)
27 (143) (116)
-------------------- ---------------- --------------------- ---------
31 December 2014 Monetary Assets Monetary Liabilities Total
US$'000 US$'000 US$'000
-------------------- ---------------- --------------------- ---------
South African Rand 1 - 1
Euro - (744) (744)
Pound Sterling 83 (605) (522)
84 (1,349) (1,265)
-------------------- ---------------- --------------------- ---------
The Board of Directors monitors and reviews the Company's currency position on a continuous basis and act accordingly.
At 31 December 2015, had the US Dollar strengthened by 3% (2014: strengthened by 6%) in relation to South African Rand, Euro and Pound Sterling, with all other variables held constant, the shareholders' equity would have increased by the amounts shown below:
2015 2014
US$'000 US$'000
---------------------- --------- ---------
South African Rand - -
Euro - 42
Pound Sterling 3 30
Effect on net assets 3 72
---------------------- --------- ---------
Interest rate risk
Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The Company is not exposed to significant interest rate risk from the cash held in interest bearing accounts at floating rates or short term deposits of one month or less. The secured loan is at a fixed rate of interest. The Board of Directors monitor and review the interest rate fluctuations on a continuous basis and act accordingly.
During the year ended 31 December 2015 should interest rates have decreased by 100 basis points, with all other variables held constant, the shareholders' equity and the result for the year would have been US$ 7,000 (2014: 10 basis points US$nil) lower as a result of the impact on bank balances.
Credit risk
Credit risk is the risk that a counterparty to a financial instrument will fail to discharge an obligation or commitment that it has entered into with the Company.
The carrying amounts of financial assets best represent the maximum credit risk exposure at the balance sheet date. This relates also to financial assets carried at amortised cost. Any change in credit quality of financial assets at fair value through profit or loss is reflected in the fair value of the asset.
At the reporting date, the Company's financial assets exposed to credit risk amounted to the following:
31 December 2015 31 December 2014
US$'000 US$'000
------------------------------------------------------- ----------------- -----------------
Financial assets at fair value through profit or loss 7,856 19,560
Trade and other receivables - 11
Cash and cash equivalents 1,331 144
9,187 19,715
------------------------------------------------------- ----------------- -----------------
The Company manages its credit risk by monitoring the creditworthiness of counterparties regularly. Cash transactions and balances are limited to high-credit-quality financial institutions (at least an Aa2 credit rating).
Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its obligations as they fall due. The Company currently manages its liquidity risk by maintaining sufficient cash. The Company and the Group's liquidity positions are monitored by the Board of Directors.
The residual undiscounted contractual maturities of financial liabilities are as follows:
31 December 2015 Less than 1 month 1-3 months 3 months to 1 1-5 years Over 5 years No stated
year maturity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
------------------ ------------------ ----------- ------------------ ---------- ------------- ------------------
Financial
liabilities
Trade and other 143 - - - - -
payables
143 - - - - -
------------------ ------------------ ----------- ------------------ ---------- ------------- ------------------
31 December 2014 Less than 1 month 1-3 months 3 months to 1 1-5 years Over 5 years No stated
year maturity
US$'000 US$'000 US$'000 US$'000 US$'000 US$'000
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------------------ ------------------ ----------- ------------------ ---------- ------------- ------------------
Financial
liabilities
Secured loan - - 744 - - -
Trade and other 668 - - - - -
payables
668 - 744 - - -
------------------ ------------------ ----------- ------------------ ---------- ------------- ------------------
Capital risk management
The Company's primary objective when managing its capital base was to safeguard the Company's ability to continue as a going concern in order to realise the remaining assets of the Company at a time and under such conditions as the Directors may determine in order to maximise value on behalf of the shareholders of the Company and to return both existing cash reserves and the proceeds of realisation of the remaining assets to shareholders.
Company capital comprises share capital and reserves.
No changes were made in respect of the objectives, policies or processes in respect of capital management during the years ended 31 December 2014 and 2015.
4 Operating Segments
The chief operating decision-makers have been identified as the Board of Directors. The Board reviews the Company's internal reporting in order to assess performance and allocate resources. It has determined the operating segments based on these reports. The Board considers the business on a project by project basis by type of business. The type of business is transport (railway) and leasehold property.
Year ended 31 December 2015 Transport Leasehold Other* Total
Property
PME RSACO PME Locomotives PME TZ Property
US$'000 US$'000 US$'000 US$'000 US$'000
-------------------------------------------------- ---------- ---------------- ---------------- -------- --------
Net losses on financial assets at fair value
through profit or loss (34) (738) 346 (15) (441)
Finance income - - - 15 15
Finance costs - - - (36) (36)
Loss for the year (34) (738) 346 (1,675) (2,101)
Segment assets - 3,988 3,868 1,363 9,219
Segment liabilities - - - (143) (143)
-------------------------------------------------- ---------- ---------------- ---------------- -------- --------
* Other refers to income and expenses of the Company not specific to any specific sector such as income on un-invested funds and corporate expenses. Other assets comprise cash and cash equivalents US$1,330,692 and other assets US$31,655.
Year ended 31 December 2014 Transport Leasehold Other* Total
Property
PME RSACO PME Locomotives PME TZ Property
US$'000 US$'000 US$'000 US$'000 US$'000
------------------------------------------------- ---------- ---------------- ---------------- -------- ---------
Net losses on financial assets at fair value
through profit or loss (3,881) (9,355) (301) (16) (13,553)
Finance income - 554 350 - 904
Finance costs - - - (16) (16)
Loss for the year (3,882) (8,801) 49 (4,012) (16,646)
Segment assets 1 16,079 3,480 185 19,745
Segment liabilities - - - (1,412) (1,412)
------------------------------------------------- ---------- ---------------- ---------------- -------- ---------
** Other refers to income and expenses of the Company not specific to any specific sector such as income on un-invested funds and corporate expenses. Other assets comprise cash and cash equivalents US$144,400 and other assets US$41,600.
5 Operating and Administration Expenses
Year ended 31 December 2015 Year ended 31 December 2014
US$'000 US$'000
--------------------------------------- ---------------------------- ----------------------------
Administration expenses 183 187
Administrator and Registrar fees 97 103
Audit fees 72 85
Directors' fees 288 334
Professional fees 404 377
Other 66 106
--------------------------------------- ---------------------------- ----------------------------
Operating and administration expenses 1,110 1,192
--------------------------------------- ---------------------------- ----------------------------
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 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 year ended 31 December 2015 amounted to US$87,929 (31 December 2014: US$93,701).
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, will 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 will be charged. The fees payable by the Company for general secretarial services for the year ended 31 December 2015 amounted to US$9,159 (31 December 2014: US$9,761).
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 year ended 31 December 2015 amounted to US$42,266 (31 December 2014: US$51,066).
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 year ended 31 December 2015 amounted to US$24,010 (31 December 2014: US$46,740).
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 Non-executive Director was entitled to receive an annual fee of GBP30,000 prior to resignation. 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 year ended 31 December 2015 amounted to US$288,282 (31 December 2014: US$333,753) and was split as below. Directors' insurance cover payable amounted to US$29,972 (31 December 2014: US$30,000).
Year ended 31 December 2015 Year ended 31 December 2014
US$'000 US$'000
----------------------- ---------------------------- ----------------------------
Paul Macdonald 114 122
Lawrence Kearns 128 137
Graca Machel* - 28
Expense reimbursement 46 47
288 334
----------------------- ---------------------------- ----------------------------
* Non-executive, resigned 17 July 2014
6 Project Related Expenses
(MORE TO FOLLOW) Dow Jones Newswires
April 22, 2016 02:00 ET (06:00 GMT)
On 26 June 2014 the Company announced that it was in negotiations to acquire the remaining 50 per cent. of the issued share capital in and shareholder loans to Sheltam Holdings not currently owned or made by the Company in consideration for the issue of new ordinary shares in PME. The Company received approval from the South African Competition Commission on 25 July 2014 with respect to the acquisition but the resolutions of the Company's shareholders to approve the acquisition considered at the extraordinary general meeting of the Company held on 11 August 2014 were not passed and therefore the acquisition did not proceed.
Transaction costs in relation to this proposed acquisition totalled $2,873,570.
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 a put 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 locomotives for US$1,416,666 per locomotive at any point during a 90 day period commencing 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 this sale for the year ended 31 December 2015 totalled $593,583.
7 Net Finance Expense
Year ended 31 December 2015 Year ended 31 December 2014
US$'000 US$'000
Bank interest income 15 -
Finance income 15 -
------------------------------- ---------------------------- ----------------------------
Interest charge (see note 16) (36) (16)
------------------------------- ---------------------------- ----------------------------
Finance expense (36) (16)
------------------------------- ---------------------------- ----------------------------
Net finance expense (21) (16)
------------------------------- ---------------------------- ----------------------------
8 Income Tax Expense
The Company is resident for taxation purposes in the Isle of Man and is subject to income tax at a rate of zero per cent (2014: zero per cent).
9 Basic and Diluted Loss per Share
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of Ordinary Shares in issue during the year.
Year ended 31 December 2015 Year ended 31 December 2014
---------------------------------------------------------- ---------------------------- ----------------------------
Loss attributable to equity holders of the Company
(US$'000) (2,101) (16,646)
Weighted average number of Ordinary Shares in issue
(thousands) 74,009 76,754
---------------------------------------------------------- ---------------------------- ----------------------------
Basic loss per share (cents) for the year (2.84) (21.69)
---------------------------------------------------------- ---------------------------- ----------------------------
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 Tanco (Mauritius) Limited Mauritius 100%
PME TZ Property (Mauritius) Limited Mauritius 100%
------------------------------------- -------------------------- --------------------------
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:
31 December 2015 31 December 2014
US$'000 US$'000
---------------------------------------------------- ----------------- -----------------
Start of the year 19,560 33,565
Increase/(decrease) in loans to investee companies 237 (452)
Return of capital* (11,500) -
Movement in fair value of financial assets (441) (13,553)
End of the year 7,856 19,560
---------------------------------------------------- ----------------- -----------------
* The return of capital relates to a share buyback conducted by PME Locomotives (Mauritius) Limited in May 2015.
During the year 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$10,576 which is included in the movement in fair value of financial assets.
Assets carried at amounts based on fair value are defined as follows:
-- Quoted prices (unadjusted) in active markets for identical assets or liabilities (Level 1).
-- Inputs other than quoted prices included within level 1 that are observable for the asset or liability, either directly (that is, as prices) or indirectly (that is, derived from prices) (Level 2).
-- Inputs for the asset or liability that are not based on observable market data (that is, unobservable inputs) (Level 3).
The fair values of all financial assets at fair value through profit or loss are determined using valuation techniques using significant unobservable inputs. Accordingly, the fair values are classified as level 3. There were no transfers between levels during the year. The key inputs and most significant unobservable inputs are shown below.
Fair value as at Fair value as at Valuation Significant Sensitivity to
31 December 2015 31 December 2014 technique unobservable significant
inputs unobservable inputs
US$'000 US$'000
------------------ ------------------ ------------------ ----------------- ----------------- --------------------
Rail assets (PME 3,988 16,080 Agreed/ proposed Estimated N/A
Locomotives transaction recovery value
(Mauritius) terms less value
Limited and PME of other net
RSACO (Mauritius) liabilities
Limited)
Real estate 3,868 3,480 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$27,000
rent paying
tenant (Dovetel) N/A
------------------ ------------------ ------------------ ----------------- ----------------- --------------------
Total 7,856 19,560
(MORE TO FOLLOW) Dow Jones Newswires
April 22, 2016 02:00 ET (06:00 GMT)
------------------ ------------------ ------------------ ----------------- ----------------- --------------------
Commitments under operating leases relating to PME Properties Limited are disclosed in note 18.
11 Trade and Other Receivables
31 December 2015 31 December 2014
US$'000 US$'000
----------------------------- ----------------- -----------------
VAT receivable - 11
Prepayments 32 30
Trade and other receivables 32 41
----------------------------- ----------------- -----------------
12 Cash and Cash Equivalents
31 December 2015 31 December 2014
US$'000 US$'000
--------------------------- ----------------- -----------------
Bank balances 1,331 144
--------------------------- ----------------- -----------------
Cash and cash equivalents 1,331 144
--------------------------- ----------------- -----------------
13 Share Capital
Ordinary Shares of US$0.01 each 31 December 2015 and 2014 31 December 2015 and 2014
Number US$'000
--------------------------------- -------------------------- --------------------------
Authorised 500,000,000 5,000
--------------------------------- -------------------------- --------------------------
C Shares of US$1 each 31 December 2015 and 2014 31 December 2015 and 2014
Number US$'000
----------------------- -------------------------- --------------------------
Authorised 5,000,000 5,000
Issued - -
----------------------- -------------------------- --------------------------
Ordinary Shares of US$0.01 each 31 December 2015 31 December 2014
US$'000 US$'000
-------------------------------------------------------------------------------- ----------------- -----------------
40,973,236 (31 December 2014: 76,753,897) Ordinary Shares in issue, with full
voting rights 410 768
410 768
-------------------------------------------------------------------------------- ----------------- -----------------
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 subscriptions rights were exercised prior to the Warrants lapsing.
A tender offer took place in November 2015. Up to 38,376,948 Ordinary Shares were available for tender at a price of US$0.20 per share. A total of 35,780,661 Ordinary Shares with an aggregate nominal value of US$357,807 were validly tendered and were cancelled upon completion on 4 December 2015. Retained earnings were reduced by US$7,156,132, being the consideration paid for these shares.
14 Capital Redemption Reserve
The capital redemption reserve is created on the cancellation of shares equal to the par value of shares cancelled. This reserve is not distributable.
15 Net Asset Value per Share
As at 31 December 2015 As at 31 December 2014
---------------------------------------------------- ------------------------------- -------------------------------
Net assets attributable to equity holders of the
Company (US$'000) 9,076 18,333
Shares in issue (thousands) 40,973 76,754
---------------------------------------------------- ------------------------------- -------------------------------
NAV per share (US$) 0.22 0.24
---------------------------------------------------- ------------------------------- -------------------------------
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 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 loan of EUR400,000 under the same terms as the initial loan.
Interest payable by the Company for the year ended 31 December 2015 amounted to US$36,105.
Paul Macdonald holds 40% of Helvetica's issued share capital, therefore Helvetica is deemed to be a related party of the Company and the loan is a related party transaction.
The loans and all outstanding interest were settled in full on completion of the disposal of rail assets in May 2015.
17 Trade and Other Payables
31 December 2015 31 December 2014
US$'000 US$'000
------------------------------------ ----------------- -----------------
Administration fees payable 24 24
Audit fee payable 69 90
CREST service provider fee payable 10 7
Directors' fees payable - 177
Legal fees payable 15 183
Other sundry creditors 25 187
143 668
------------------------------------ ----------------- -----------------
The fair value of the above financial liabilities approximates their carrying amounts.
18 Contingent Liabilities and Commitments
PME Properties Limited has entered into a number of operating lease agreements in respect of property. The lease terms are between one and ten years and the majority of the lease agreements are renewable at the end of the lease period at market rates.
The Groups' future aggregate minimum lease payments, by virtue of its indirect investment in PME Properties Limited, under operating leases are as follows:
31 December 2015 31 December 2014
US$'000 US$'000
----------------------------------------- --------------------------- ---------------------------
Amounts payable under operating leases:
Within one year - 68
In the second to fifth years inclusive 200 180
Beyond five years 1,280 1,340
----------------------------------------- --------------------------- ---------------------------
1,480 1,588
----------------------------------------- --------------------------- ---------------------------
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.
20 Financial Statements
The financial information set out in this announcement does not constitute statutory accounts but has been extracted from the Group's Financial Statements. The Group's annual report will be posted to shareholders shortly and will be available on the Company's website www.pmeinfrastructure.com.
This information is provided by RNS
The company news service from the London Stock Exchange
END
FR IBMFTMBJTBMF
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April 22, 2016 02:00 ET (06:00 GMT)
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