RNS Number : 8617S
PME African Infrastructure Opps PLC
13 November 2013

13 November 2013


PME African Infrastructure Opportunities plc

("PME" or the "Company")



Notice of EGM, Circular and Current Tender Offer


PME African Infrastructure Opportunities plc confirms that a notice convening an Extraordinary General Meeting ("Notice") to be held at 10.00 hours (UK time) on 29 November 2013 at the offices of Galileo Fund Services Limited, Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB, is to be sent to Shareholders today. 


Accompanying the Notice is a circular ("Circular") which sets out the Company's proposal ("Proposal") to renew Shareholder authority for the Company to return capital to Shareholders via a series of Tender Offers (which requires approval under the Isle of Man Companies Acts 1931 to 2004 (as amended)) and sets out details of the Current Tender Offer.


Background to and reasons for the Proposal


On 8 May 2012, the Board announced its intention to realise the remaining assets of the Company, return capital to Shareholders and, eventually, wind up the Company. On 26 September 2012, the Board published a circular announcing its intention to return cash to Shareholders by way of tender offers and convening an annual general meeting, which was held on 19 October 2012, at which authority was granted for the Company to buy back its own Ordinary Shares by way of tender offers. The Company subsequently conducted the Initial Tender Offer, which returned a total of approximately US$12.4 million to Shareholders.


The authority referred to above, under which the Initial Tender Offer was completed, expires at the Company's annual general meeting to be held today, and so the Board is now proposing the Resolution which seeks to extend the ability of the Company to return capital to Shareholders by way of the Tender Offers. 


As noted in the Company's interim results for the six months ended 30 June 2013, to date, it has not been possible to reach an agreement on the sale of either the Rail Assets or the Dar-es-Salaam property. These investments, however, are performing profitably and the Company's cash balances increased to US$8.7 million as at 30 June 2013. The estimated cash balance as at 7 November 2013 was US$8.9 million. Pending the realisation of any of the assets, the Directors are now proposing to return the Company's current excess cash to Shareholders by way of the Current Tender Offer.


It is anticipated that a reorganisation at Sheltam will result in additional cash being released for Shareholders early next year. There is good interest in the property in Dar-es-Salaam, which is in a prime location in the city, and the action being taken in the Courts should enhance the realisable value of the property. Provided the Company is successful in its endeavours to reorganise Sheltam and to sell the building in Dar-es-Salaam, the Directors are hopeful a further distribution may take place in the first half of 2014.


The Board will continue to review on a regular basis the continuing requirements of the Company and the extent to which there is cash in excess of anticipated requirements, the Directors will seek to return such cash to Shareholders by way of one or more further Tender Offers.


Details of the Current Tender Offer


The Board is proposing to return up to US$7.46 million to Shareholders pursuant to the Current Tender Offer and through the purchase by the Company of up to 26,639,797 existing Ordinary Shares from Eligible Shareholders at a price of US$0.28 per Ordinary Share. This number has been calculated by reference to the NAV per Ordinary Share as at 30 June 2013 of US$0.37. The Tender Price represents a premium of approximately 40 per cent. over the middle market closing price (as derived from the AIM Appendix to the Daily Official List of the London Stock Exchange) of US$0.20 per Ordinary Share on 12 November 2013, being the latest practicable date before the publication of the Circular. The remaining cash balances of approximately US$1.44 million will be held by the Company to meet the ongoing expenses of the Company.


Once purchased by the Company, those Ordinary Shares will be cancelled so that such Ordinary Shares will no longer be in issue but the Company's authorised share capital will remain unchanged.


The Board is, therefore, proposing that the Company should make the Current Tender Offer, on the terms and subject to the conditions set out in the Circular and the Tender Form to be posted to Shareholders today, to purchase up to 26,639,797 million Ordinary Shares, representing 26.00 per cent. of the Ordinary Shares in issue on 12 November 2013, at the Tender Price of US$0.28 per Ordinary Share.


Further details of the Current Tender Offer, including its terms and conditions, are set out in the Circular and accompanying Tender Form.


The Current Tender Offer is only available to Shareholders (other than certain Overseas Shareholders) on the Register on the Record Date, and only in respect of a maximum of 26 Ordinary Shares for every 100 Ordinary Shares held at the Record Date registered in their names on that date.


Risks relating to the Tender Offers


The risks described below should be carefully considered by Shareholders when deciding what action to take in relation to the Resolution to be proposed at the Extraordinary General Meeting.


*                    If any Ordinary Shares permitted to be tendered pursuant to the Tender Offers are tendered, the issued share capital of the Company will be reduced and the Company will be smaller. As a result, (i) the fixed costs of the Company would be spread over fewer Ordinary Shares and the Company's total expense ratio may increase; and (ii) the ability to trade Ordinary Shares in the secondary market would be likely to be reduced as the Company becomes smaller through the execution of the Tender Offers.


*                   The Tender Offers, and the realisation of the Company's investments in general, would contribute to increased asset concentration and, therefore, increased portfolio risk. The amount that the Company would be able to return to Shareholders in future would, therefore, be significantly dependent on the performance of a small number of investments and the proceeds realised from them.


·                     The proceeds of the Tender Offers (other than the Current Tender Offer) will be dependent on, amongst other things, the costs of realisation of such of the Company's investments and the price at which such assets are realised. There can be no assurance as to the value it is possible to realise from the sale of these assets. In particular, there can be no assurance that the Company's full net asset value would be realised by the sale of the Company's assets.


·                      If the Current Tender Offer does not proceed for any reason, the Company would bear costs

in relation to the Current Tender Offer.




The Board unanimously considers that approval of the Resolution is in the best interests of the Company and its Shareholders as a whole. The Board unanimously recommends that Shareholders vote in favour of the Resolution, as the Directors intend to do in respect of their own beneficial holdings amounting in aggregate to 100,000 Ordinary Shares, representing approximately 0.1 per cent. of the Issued Ordinary Share Capital as at 12 November 2013, being the latest practicable date prior to the posting of the Circular. 


Expected Timetable of Events



Tender Offer Document and Notice of Extraordinary General Meeting Posted


13 November 2013

Latest time and date for receipt of Forms of Proxy


10.00 a.m. on 27 November 2013

Extraordinary General Meeting


10.00 a.m. on 29 November 2013

Current Tender Offer opens


13 November 2013

Latest time and date for receipt of Tender Forms and for settlement of TTE instructions in respect of the Current Tender Offer 

1:00 p.m. on 5 December 2013

Record Date for the Current Tender Offer


5.00 p.m. on 5 December 2013

Announcement of results of the Current Tender Offer


6 December 2013

CREST accounts credited with Current Tender Offer proceeds and revised holdings of uncertificated Ordinary Shares


11 December 2013

Despatch of cheques for Current Tender Offer proceeds for

certificated Ordinary Shares and where applicable balance



11 December 2013



All defined terms are as set out in the Circular and Tender Form to be posted to shareholders, today. Copies of these documents, and this announcement, will be available on the Company's website at www.pmeinfrastructure.com.


For further information please contact:

Smith & Williamson Corporate Finance Limited 


Azhic Basirov / Siobhan Sergeant

+44 20 7131 4000

Oriel Securities Limited

Neil Winward

+44 20 7710 7600




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