27 Nov 2013 15:30
27 November 2013
PME African Infrastructure Opportunities plc
("PME" or the "Company")
(AIM: PMEA.L)
Further regarding proposed Current Tender Offer
On 13 November 2013, PME African Infrastructure Opportunities plc posted a notice convening an Extraordinary General Meeting to consider the Company's 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)). Accompanying the Notice was a circular ("Circular") which sets out details of the Current Tender Offer.
The Circular set out the interests of the Company's substantial Shareholders including those of the Qatar Investment Authority ("QIA"). The Company was notified yesterday that, in addition to its direct holding of Ordinary Shares as set out in the Circular, QIA manages a further 6,956,453 Ordinary Shares, representing 6.79% of PME's issued share capital, on behalf of a Governmental entity of the State of Qatar (the "Management Arrangements").
As a result of the Management Arrangements, directly or indirectly, QIA controls, or will control following the Current Tender Offer (assuming that the maximum number of Ordinary Shares are acquired pursuant to the Current Tender Offer and neither of the Shareholders below tenders their Ordinary Shares), interests in Ordinary Shares as set out in the table below. The table, which supersedes the information previously published, also includes the interests of the other Shareholder who is, or will be interested (assuming that the maximum number of Ordinary Shares are acquired pursuant to the Current Tender Offer and the Shareholder does not tender its Ordinary Shares), directly or indirectly, in 3% or more of the issued share capital of the Company:
Name | Number of Ordinary Shares | % of Issued Capital before the Current Tender Offer | % of Issued Share Capital after the Current Tender Offer |
QIA direct interest | 34,782,266 | 33.95 | 40.13 |
QIA indirect interest under the Management Arrangements | 6,956,453 | 6.79 | 8.03 |
Total Ordinary Shares under QIA's control | 41,738,719 | 40.74 | 48.16 |
PUG Investments Ltd | 11,229,494 | 10.96 | 14.26 |
City Code Waiver
Note 1 of Rule 37.1 of the City Code provides that where a person who comes to exceed the limits in Rule 9 in consequence of a companyʼs redemption or purchase of its own shares will not normally incur an obligation to make a mandatory offer unless that person is a director, or the relationship of the person with any one or more of the directors is such that the person is, or is presumed to be, acting in concert with any of the directors. A person who has appointed a representative to the board of the company, and investment managers of investment trusts, will be treated for these purposes as a director. However, there is no presumption that all the directors (or any two or more directors) are acting in concert solely by reason of a proposed redemption or purchase by the company of its own shares, or the decision to seek shareholdersʼ authority for any such redemption or purchase.
The Panel has confirmed that, pursuant to Note 1 of Rule 37.1 of the City Code, neither the QIA nor the Governmental entity of the State of Qatar would ordinarily incur an obligation to make a mandatory offer should either or both of their beneficial interests in the Company increase as a result of the Current Tender Offer.
Further information on the City Code is set out in paragraph 6 of Part IV of the Circular.
All defined terms are as set out in the Circular and Tender Form posted to Shareholders on 13 November 2013. Copies of these documents are 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 |