PMEA.L Regulatory News (PMEA)

12 June 2017

PME African Infrastructure Opportunities plc

("PME", the "Company" and together with its subsidiaries the "Group")

Extension of Put Option 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 types of 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 was exercised by PME Locomotives on 2 February 2017 (the "Option Exercise").

The Company announces that following further discussions with the Sheltam group, PME Locomotives has entered into a further deed of variation (the "Deed of Variation") pursuant to which the long stop date for the completion and settlement of the Option ("Completion") has been extended from 15 June 2017 to 31 July 2017. This extension aligns Completion with the recently advised final back stop date for receipt, by Sheltam, of regulatory approvals for the Sheltam corporate fund raising currently in progress and which will be applied partially in settlement of the Option.

In accordance with the terms of the Option, as amended by a 2 February 2017 deed of variation, Completion was previously scheduled to occur on the earlier of: (a) the fifth business day after completion of a Sheltam corporate fund raising currently in progress; (b) 15 June 2017; and (c) the date specified in writing by PME Locomotives following the occurrence of any of: (i) a change of control of Sheltam; (ii) the Sheltam corporate fund raising 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.

Completion will now occur on the earlier of: (a) the fifth business day after completion of a Sheltam corporate fund raising currently in progress or such other date as the Company and Sheltam shall agree; (b) 31 July 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 subscription agreement for the Sheltam corporate fund raising currently in progress lapsing or terminating; (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 at a rate of 10% per annum from and including 9 February 2017 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: 

This announcement is inside information for the purposes of Article 7 of Regulation 596/2014.