Maple Energy plc Proposed Transaction (5621U)
17 10월 2014 - 2:25AM
UK Regulatory
TIDMMPLE
RNS Number : 5621U
Maple Energy plc
16 October 2014
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
This information is provided by RNS
The company news service from the London Stock Exchange
END
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