10 Feb 2014 07:00
Pires Investments PLC ("Pires" or the "Company")
Investment in Rame Energy Plc ("Rame")
The Board announces that it has provided pre-IPO financing of £410,000 to Rame, an international energy consultant, engineer and power project developer, via a 3-year convertible loan note ("CLN"). Rame has developed a strong presence in the Chilean wind power market and has expertise in a number of energy sources such as wind, diesel and solar. Rame has been involved in the development/construction of a significant part of Chile's installed wind capacity, which has enabled it to develop its own portfolio of wind power projects in Chile. The first two of its projects totalling 24MW are ready to build. Rame believes the necessary bank and equity funding for the first project will be in place in the near future, and that funding for the second project will be available from the same sources. The next two projects with a capacity of 84MW should be ready to build within a few months. In total, Rame has a project pipeline of over 1GW with 23 separate projects. Its strategy is to become an independent power producer operating its own power projects with a focus on providing energy directly to large industrial customers.
The investment by Pires is part of a pre-IPO fundraising (the "Fundraising") of not less than $3.2m which will facilitate Rame's equity investment in the first two projects. Rame is seeking to admit its shares to trading on AIM during the first half of 2014.
Peter Redmond (Chairman) commented "This pre-IPO investment reflects our strategy of taking stakes in value-producing companies which plan to come to the market in the near term and where some initial cash can facilitate their IPO and help their business develop. The Board believes the Company has been able to invest on quite favourable terms. We hope this will be the first of a number of such transactions."
Terms of the CLN
Interest rate | No interest for initial 9 months from drawdown. After 9 months 10% interest accruing from the date of investment and continuing until repayment or conversion, payable quarterly in arrears. |
Term | 3 years* |
Conversion price | 25% discount to the AIM admission price** |
Under the terms of the CLN Agreement the Company:-
- Will be granted warrants conferring the right to subscribe for 5.5% of the CLN facility amount. The warrants will be exercisable for a period of up to 3 years from issue and will be exercisable at the opening bid price of Rame's ordinary shares upon admission to AIM.
*Should an IPO not occur within 12 months of drawdown, Rame will repay the loan in 8 quarterly instalments the first payment to be made 15 months after drawdown. If an IPO occurs more than 6 months after drawdown, conversion (which in any case will only apply to such CLNs as are then outstanding) will be at the Company's discretion.
**If total equity value of Rame prior to any new funds raised in the AIM admission is greater than US$33.33m, then the conversion shall take place at a price per share equivalent to a discounted price of US$25m. Should an IPO not occur within 12 months of drawdown of the CLN facility ("drawdown"), the conversion price will be a 25% discount to the Fundraising (which is taking place in parallel with the CLN facility), which is at a value of US$27m.
The table below sets out information on Rame extracted from its pro-forma financial information:-
US$ (million) | Year to 31 December 2012 | Year to 31 December 2011 | Year to 31 December 2010 |
Revenues | 6.6 | 6.0 | 5.5 |
Profit before tax | 1.0 | 1.3 | (1.1) |
As at 31 December 2012, Rame had total assets of US$4.6m (2011:US$3.8m).
Enquiries:
Pires Investments PLC Peter Redmond, Director
| Tel: 020 7580 7576
|
Nominated Adviser Cairn Financial Advisers LLP Liam Murray / Avi Robinson
| Tel: 020 7148 7900
|
Broker Peterhouse Corporate Finance Jon Levinson Lucy Williams |
Tel: 020 7469 0935 Tel: 020 7469 0936 |