PME African Infrastructure Opps PLC Exercise of Option and Extension of Completion (9016V)

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        [phone] 
 Stifel Nicolaus Europe Limited 
  Broker 
  Neil Winward / Tom Yeadon        [phone] 
 

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

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February 02, 2017 08:48 ET (13:48 GMT)