16 Oct 2014 18:25
16 October 2014
MAPLE ENERGY PLC
("Maple" or the "Company")
PROPOSED TRANSACTION
As previously announced, Maple Energy plc ("Maple" or the "Company") has for some time been actively seeking equity investment from strategic investors in order to secure the sustainability of its ethanol business.
The Company can now confirm that it has received an offer (the "Offer") from Graña y Montero S.A.A. and Alcogroup SA (together the "Investors") under which the Company would, in effect, dispose of a substantial part of its equity interest in the Company's principal trading subsidiaries to the Investors in return for a material investment at the subsidiary level (the "Proposed Transaction"), which it is expected will provide sufficient capital for the ongoing operations of the ethanol business.
The principal terms of the Offer are as follows:
· the Investors will pay an initial US$4,000,000 to acquire an equity interest of 40% in The Maple Companies, Limited ("MCL"), the subsidiary which holds a 100% interest in the ethanol production and hydrocarbons operations, in which Maple has a 95.4% interest;
· the Investors will commit to make a further equity investment of US$13,000,000 in MCL as part of a capital increase, thereby further diluting the shareholding of the Company in MCL;
· Graña y Montero Petrolera S.A. ("GMP"), a subsidiary of Graña y Montero S.A.A. ("G&M"), will pay US$31,000,000 to acquire the entire issued share capital of Maple Gas Corporation del Peru S.R.L., which is a wholly-owned subsidiary of MCL dedicated to the hydrocarbon production, refining and marketing operations. The proceeds from this sale and from the planned equity injection will be paid to MCL which will transfer these funds to the ethanol business operating subsidiaries; and
· following the Proposed Transaction Maple would retain a 24.1% interest in MCL, which will own 100% of the ethanol business as its sole interest. G&M and Alcogroup SA will retain an interest of 30.4% and 43.5% in MCL respectively.
If successfully concluded, the Proposed Transaction is likely to constitute a related party transaction in accordance with Rule 12 of the AIM Rules for Companies as Michel Meeus is a Director of both the Company and Alcogroup SA, one of the Investors. In addition, the Proposed Transaction is likely to constitute a fundamental change of business in accordance with Rule 15 of the AIM Rules for Companies. The Board of Maple has reviewed and is agreeable to the terms of the Offer and is diligently progressing the actions required to finalise the detailed terms of the Proposed Transaction with a view to publishing a circular and seeking the necessary shareholder approvals as soon as practicable.
Shareholders should note that the Offer is conditional at this stage and will require, among other items, formal approval from a number of parties including the Company's senior lenders and Fondo de Inversión en Infraestructura, Servicios Públicos y Recursos Naturales ("AC Capitales"). Accordingly, there can be no guarantee that the Proposed Transaction will be concluded on terms acceptable to the Company, or at all.
The Company has been informed by G&M that, under the rules of the Bolsa de Valores de Lima, G&M is required to announce certain details of the Proposed Transaction (the "G&M Announcement"). The G&M announcement (in Spanish) can be found at http://www.bvl.com.pe/hhii/023106/20141015212501/MAPLE.PDF
The Company will provide a further update in due course.
For further information, please contact:
Maple Energy plc (+ 51 1 611 4000)
Guillermo Ferreyros Cannock, Chief Executive Officer, and Executive Director
Cenkos Securities plc (+ 44 131 220 6939)
Derrick Lee
Alan Stewart