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ANNOUNCEMENT TO BE MADE BY THE AIM APPLICANT PRIOR TO ADMISSION IN ACCORDANCE WITH RULE 2 OF THE AIM RULES FOR COMPANIES ("AIM RULES") |
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COMPANY NAME: |
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PME African Infrastructure Opportunities plc ("PME" or the "Company") to be renamed Sheltam plc pending shareholder approval at the Extraordinary General Meeting to be held on 11 August 2014.
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COMPANY REGISTERED OFFICE ADDRESS AND IF DIFFERENT, COMPANY TRADING ADDRESS (INCLUDING POSTCODES) : |
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Millennium House 46 Athol Street Douglas Isle of Man IM1 1JB
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COUNTRY OF INCORPORATION: |
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Isle of Man
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COMPANY WEBSITE ADDRESS CONTAINING ALL INFORMATION REQUIRED BY AIM RULE 26: |
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Current website - www.pmeinfrastructure.com
On Admission - www.sheltam.com
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COMPANY BUSINESS (INCLUDING MAIN COUNTRY OF OPERATION) OR, IN THE CASE OF AN INVESTING COMPANY, DETAILS OF ITS INVESTING POLICY). IF THE ADMISSION IS SOUGHT AS A RESULT OF A REVERSE TAKE-OVER UNDER RULE 14, THIS SHOULD BE STATED: |
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PME has entered into a sale and purchase agreement pursuant to which PME, through one of its wholly-owned subsidiaries, is to acquire the 50 per cent. of the issued share capital of Sheltam Holdings (Proprietary) Limited ("Sheltam") not already owned by it, together with certain shareholder loans made by the vendors to Sheltam (the "Acquisition"). The Acquisition will result in PME ceasing to be an investing company and becoming the holding company of a trading group, and in a fundamental change in PME's business and Board control, and will therefore constitute a reverse takeover pursuant to Rule 14 of the AIM Rules for Companies.
Sheltam and its subsidiaries (the "Sheltam Group") are headquartered in South Africa and the Sheltam Group leases, operates, refurbishes and maintains locomotives for, and provides operations and logistics management to, mining, industrial and public sector businesses - including businesses with privately-owned railway networks. These locomotives are typically used for the transportation of materials such as coal, gold ore, ferrochrome, platinum, iron ore, copper and cobalt. Clients of the Sheltam Group include a number of multinational corporations and state owned enterprises and its 38 diesel electric locomotives constitute one of the largest privately owned and operated fleets in southern Africa. The fleet is currently deployed in South Africa, the Democratic Republic of Congo, Mozambique and Swaziland. The Sheltam Group also has aviation and marine divisions.
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DETAILS OF SECURITIES TO BE ADMITTED INCLUDING ANY RESTRICTIONS AS TO TRANSFER OF THE SECURITIES (i.e. where known, number and type of shares, nominal value and issue price to which it seeks admission and the number and type to be held as treasury shares): |
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96,495,057 ordinary shares of US$0.01 each. No ordinary shares held in treasury.
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CAPITAL TO BE RAISED ON ADMISSION (IF APPLICABLE) AND ANTICIPATED MARKET CAPITALISATION ON ADMISSION: |
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No capital to be raised on Admission.
Anticipated market capitalisation - US$19.3 million
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PERCENTAGE OF AIM SECURITIES NOT IN PUBLIC HANDS AT ADMISSION: |
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61.16 per cent.
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DETAILS OF ANY OTHER EXCHANGE OR TRADING PLATFORM TO WHICH THE AIM COMPANY HAS APPLIED OR AGREED TO HAVE ANY OF ITS SECURITIES (INCLUDING ITS AIM SECURITIES) ADMITTED OR TRADED: |
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N/A
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FULL NAMES AND FUNCTIONS OF DIRECTORS AND PROPOSED DIRECTORS (underlining the first name by which each is known or including any other name by which each is known): |
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Current Board of Directors
Paul Martin Macdonald (Executive Chairman) Lawrence (Larry) Albert Kearns (Executive Director)
Board of Directors on Admission
Paul Martin Macdonald (Non-Executive Chairman) Roy Puffett (Chief Executive Officer) Trevor Garth Karg (Chief Operating Officer) Steyn Delport (Chief Financial Officer) Wesley Kruger (Commercial Director) Lawrence (Larry) Albert Kearns (Non-Executive Director) Andrew James Peggie (Non-Executive Director)
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FULL NAMES AND HOLDINGS OF SIGNIFICANT SHAREHOLDERS EXPRESSED AS A PERCENTAGE OF THE ISSUED SHARE CAPITAL, BEFORE AND AFTER ADMISSION (underlining the first name by which each is known or including any other name by which each is known): |
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Before admission:
Name Number of shares % existing issued capital (%)
Qatar Investment Authority 30,886,653 40.24% PUG Investments Limited 8,309,826 10.83%
After admission:
Name Number of shares % of enlarged issued share capital (%)
Qatar Investment Authority 30,886,653 32.01% Roy Puffett(1)(2) 14,025,493 14.53% PUG Investments Limited(2) 14,025,493 14.53%
(1) Including 7,012,747 ordinary shares held by The Sheltam Rail Trust, of which Mr. Puffett is a trustee.
(2) On Admission, Roy Puffett and The Sheltam Rail Trust will sell an aggregate of 5,715,667 shares to PUG Investments Limited - equalising the shareholding of PUG Investments Limited with that of the aggregate holding of Roy Puffett and The Sheltam Rail Trust.
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NAMES OF ALL PERSONS TO BE DISCLOSED IN ACCORDANCE WITH SCHEDULE 2, PARAGRAPH (H) OF THE AIM RULES: |
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There are no such persons.
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(i) ANTICIPATED ACCOUNTING REFERENCE DATE (ii) DATE TO WHICH THE MAIN FINANCIAL INFORMATION IN THE ADMISSION DOCUMENT HAS BEEN PREPARED (this may be represented by unaudited interim financial information) (iii) DATES BY WHICH IT MUST PUBLISH ITS FIRST THREE REPORTS PURSUANT TO AIM RULES 18 AND 19: |
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(i) 31 December (ii) 31 December 2013 (iii) 30 September 2014 (half-yearly report for the six months ended 30 June 2014; 30 June 2015 (annual report for the year ended 31 December 2015); and 30 September 2015 (half-yearly report for the six months ended 30 June 2015).
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EXPECTED ADMISSION DATE: |
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12 August 2014
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NAME AND ADDRESS OF NOMINATED ADVISER: |
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Smith & Williamson Corporate Finance Limited 25 Moorgate London EC4R 6AY
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NAME AND ADDRESS OF BROKER: |
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Oriel Securities Limited 150 Cheapside London EC2V 6ET
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OTHER THAN IN THE CASE OF A QUOTED APPLICANT, DETAILS OF WHERE (POSTAL OR INTERNET ADDRESS) THE ADMISSION DOCUMENT WILL BE AVAILABLE FROM, WITH A STATEMENT THAT THIS WILL CONTAIN FULL DETAILS ABOUT THE APPLICANT AND THE ADMISSION OF ITS SECURITIES: |
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The Admission Document which will contain full details about the applicant and the admission of its securities will be available from the Company's website at www.pmeinfrastructure.com and from www.sheltam.com from Admission.
Hard copies of this document will be made available to the public during normal business hours on any weekday (Saturdays and public holidays excepted) free of charge from the offices of Smith & Williamson Corporate Finance Limited at 25 Moorgate, London EC2R 6AY and shall remain available for at least one month after the date of Admission.
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DATE OF NOTIFICATION: |
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18 July 2014
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NEW/ UPDATE: |
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New
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