PMEA Pme African Infrastructure Opportunities Plc

TIDMPMEA

RNS Number : 1630F

PME African Infrastructure Opps PLC

05 March 2020

5 March 2020

PME African Infrastructure Opportunities plc

("PME" or the "Company")

(AIM: PMEA.L)

Proposed Cancellation from Trading on AIM

Notice of Extraordinary General Meeting

On 29 November 2019, the Company announced that, as had been indicated in the Company's interim results published by the Company on 16 September 2019, the Board had progressed its review of a cancellation of the admission of the Ordinary Shares to trading on AIM and that the Board anticipated publishing proposals in this regard in December 2019.

Subsequently, it was announced on 17 December 2019 that the Board was proposing to cancel the admission to trading on AIM of the Company's Ordinary Shares and a circular was on that same day posted to Shareholders, together with a notice convening an EGM of the Company, setting out the background to, the reasons for and the implications of the Delisting and to explain why the Directors believed that the Delisting is in the best interests of the Company and its shareholders as a whole. The EGM was convened for 4 February 2020 and, if the Resolution was passed at the EGM, it was anticipated that the Delisting would become effective at 7.00 a.m. on 12 February 2020.

Following publication of that circular, the Company was requested by Qatar Investment Authority ("QIA"), the Company's largest shareholder, to defer the EGM to provide QIA with additional time to consider the Delisting. Consequently, the Company announced on 30 January 2020 that the EGM had been adjourned until further notice and that, as a result, Delisting would not take place on 12 February 2020.

To provide the Company's Shareholders with additional time to consider the proposed Delisting, which the Board continues to believe to be in the best interests of the Company and its Shareholders as a whole, the Board is now proposing the Resolution to approve the Delisting at an EGM to be held at Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB at 2.00 p.m. on 7 April 2020.

A circular (the "Circular") will today be posted to Shareholders, together with a notice of the EGM of the Company, setting out the background to, the reasons for and the implications of the Delisting and to explain why the Directors believe that the Delisting is in the best interests of the Company and its shareholders as a whole. A copy of the Circular and the notice of EGM will also be available from the Company's website at www.pmeinfrastructure.com shortly.

Pursuant to Rule 41 of the AIM Rules for Companies, the Delisting requires the approval of not less than 75 per cent. of the votes cast by Shareholders (whether present or in proxy) at the EGM convened for this purpose at 2.00 p.m. on 7 April 2020 at Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB.

If the Resolution is passed at the EGM, it is anticipated that the Delisting will become effective at 7.00 a.m. on 17 April 2020.

The re-arranging of the EGM have resulted in the Company incurring additional costs in connection with the Delisting and, as a result of the extended timeline to Delisting (should the Resolution be passed by Shareholders), the Company will continue to incur costs associated with the Company's admission to trading on AIM until at least 16 April 2020. As mentioned previously, the Company has limited funds at the parent level and the extended timeframe to a Delisting has therefore increased the risk that the Company will not be able meet its commitments in the next few months without further financial support. Shareholder support of the Delisting would assist the Company going forward but the EGM having to be re-arranged has significantly increased the risks facing the Company.

Consequently, Shareholders are likely to be asked to support the Company with additional funding in due course. The amount required will depend upon the status of ongoing discussions with the Bank of Tanzania in relation to the Group's ability to transfer funds from the Tanzanian subsidiary to the Company and whether or not the Delisting proceeds.

Defined terms used in the Circular shall have the same meanings in this announcement.

This announcement contains inside information for the purposes of Article 7 of EU Regulation 596/2014

For further information please contact:

Cenkos Securities plc +44 20 7397 8900

Nominated Adviser

Ben Jeynes

Stifel Nicolaus Europe Limited + 44 20 7710 7600

Broker

Mark Bloomfield

Overview of the Company

PME was originally admitted to AIM on 12 July 2007, with the objective at that time of investing in infrastructure projects and related opportunities across a range of countries in sub-Saharan Africa.

On 19 October 2012, Shareholders approved, inter alia, a new investing policy for the Company pursuant to which the Directors have sought to realise the remaining assets of the Company and return both the Company's cash reserves and proceeds from realisations to Shareholders. The remit of the Directors under the Company's investing policy remains to seek to realise the remaining assets of the Company and to return both existing cash reserves and the proceeds of realisation of the remaining assets to Shareholders.

Having pursued a realisation strategy since October 2012, the Company now has one remaining asset - a leasehold building in Dar-es-Salaam, Tanzania. The Dar-es-Salaam Property, which is managed by a local managing agent and to which PME has the benefit of the remaining 19 year lease, is currently 68.7 per cent. let. The investment continues to trade profitably.

The Dar-es-Salaam property is located in a prime commercial/residential neighbourhood, 6 kilometres away from Dar es Salaam's central business district and overlooks the Indian Ocean. The property comprises a substantial three storey office building with one generator house and two security gate houses.

The Dar-es-Salaam Property has three tenants. One tenant has a lease agreement for 628 square metres of floor space, which expires in May 2021. The second tenant rents 809 square metres of floor space with a lease agreement which expires in October 2024. The third tenant leases 796 square metres of floor space and has a lease agreement which expires in December 2020. The managing agent is attempting to let the remaining vacant areas, totalling 1,010 square metres of floor space.

In 2010 the PME Properties Limited, the Company's wholly owned subsidiary, acquired the Dar-es-Salaam Property from Dovetel (T) Limited ("Dovetel"), the Company's former telecommunication investee company in Tanzania. Dovetel was also a tenant of part of the Dar-es-Salaam Property but, due to non-repayment of rent, was evicted in December 2017. On 22 February 2018 the Directors were informed that a representative from First Seal Ltd, the company which had acquired the share capital of Dovetel, had made a complaint to the police in relation to the eviction. PME Properties Limited explained to the police that the eviction was conducted through the Court Broker who was legally authorised and, therefore, the eviction was not a criminal matter. The court case against the Court Broker was dismissed for want of prosecution, however the charges have since been raised against the Court Broker again.

In addition, PME Properties Limited received a summons in October 2019 to produce documents for the Tanzanian police in connection with a 'breaking and stealing' investigation, again associated to the eviction process. The requested documentation was provided to the Tanzanian police within the designated timeframe and the Company's in country lawyers have arranged a meeting with the Directorate of Public Prosecutions to ensure full clarity on the matter - given the long history of this complaint. The Company awaits an update on the result of the meeting arranged at the Company's request, but confirmation has not yet been received that the police investigation has been finalised with no further action being taken.

The Directors remain of the view that the potential claims remain without merit.

At 30 June 2019, the unaudited carried value of the Dar-es-Salaam Property to US$3.62m. This valuation is in line with the value assessed by the local expert as at 31 December 2018 and takes into account both current vacancy levels, the upcoming tenant lease expiry dates, and the current economic climate in Tanzania.

There is still uncertainty about the economic position of Tanzania and the market for high-end office accommodation has not improved. The prospect of selling the building in the short term for a reasonable price remains uncertain.

The Company previously reported that, whilst a caveat on the land register for the Dar-es-Salaam Property had not been removed, a formal process to remove the caveat had commenced with an application submitted to the High Court in Tanzania. Following a subsequent request by the Court that the application be signed in country, the submission was signed in country by a Director and the application to remove the caveat was submitted to the Court. The application was initially scheduled for a hearing in February 2020 but that hearing was postponed and is not expected to be held prior to the abovementioned police investigation being concluded.

In accordance with the Company's investing policy, the Directors will seek to market the sale of the Dar-es-Salaam Property once the local economic uncertainty has receded, the caveat has been removed and confirmation has been received that the police investigation has been finalised with no further action being taken.

It remains the intention of the Directors to make one final tender offer to Shareholders once the Dar-es-Salaam Property has been sold and, ultimately, to wind up the Company thereafter. However, for the reasons set out above, the Company cautions that it is still not possible to provide a timeline as to when these events might take place.

PME continues to work with its local bank to have an inter group loan between PME Properties Limited and PME TZ Property (Mauritius) Limited registered with the Bank of Tanzania. Additional information has been requested by the bank in support of the Company's application for the registration of the loan. This information is being provided but, until the registration process is complete, so the Company is advised, the Group's Tanzanian subsidiary is not able to pass funds through to the Company. The Group had approximately US$447,000 of cash held by its Tanzanian subsidiary as at 21 February 2020, which is expected to become available to the Company once the registration process with the Bank of Tanzania is completed. Delays in the Group's ability to provide upstream funding to the Company has resulted in a lack of working capital at the holding company level.

The Board's first priority remains seeking to obtain approval from the Bank of Tanzania for the transfer of funds from local company to the parent to provide the necessary funds at the Company level to continue trading. However, with negotiations with the Bank of Tanzania carried out through a local bank, these discussions have been drawn out and a quick resolution is not expected.

Optas GmbH ("Optas"), a company of which Paul Macdonald is a 50 per cent. shareholder, is assisting the Company with its cash flow requirements. In May 2019 the Company entered into a secured loan agreement with Optas to provide a loan facility of up to EUR400,000 to assist with general working capital requirements (the "Loan"). The Loan is secured on the Company's cash receivables, carries an interest rate of 6 per cent. per annum on the drawn balance, an interest rate of 1 per cent. per annum on the undrawn amount of the Loan and was increased from EUR400,000 to EUR600,000 in November 2019 - when the repayment date of the Loan was also extended to 28 May 2021 (the "Increased Loan"). As at 21 February 2020, there was a total of EUR97,000 undrawn and available to the Company under the Increased Loan and the Company currently expects that it will typically draw down the additional funds made available under the Increased Loan at a rate of approximately EUR25,000 to EUR55,000 per calendar month.

Background to, and reasons for, the Delisting

In the Company's interim results for the six months ended 30 June 2019, published on 16 September 2019, the Board first confirmed that it intended to commence an evaluation of the merits of a delisting of the Company's Ordinary Shares and that, as part of the Board's evaluation, it would, inter alia, be seeking the views of the Company's key Shareholders in this regard.

Following an additional period of time to enable Shareholders to consider the Delisting, the Directors continue to believe, for the reasons set out below, that the costs of maintaining the Company's admission to AIM are not justified by the benefits gained from maintaining admission:

-- Since November 2012, the Company has been pursuing a realisation strategy and the ongoing costs associated with maintaining the listing on AIM are high relative to the Company's market capitalisation and there is a significant administrative and regulatory burden involved in admission to AIM;

-- the Board estimates that the Delisting would result in cost savings of approximately US$170,000 per annum;

   --         the Ordinary Shares suffer from a lack of meaningful liquidity; and 

-- The Company's Ordinary Shares trade at a significant discount to net asset value. The discount of the Company's market capitalisation to net asset value could have a negative impact on any future negotiations in respect of any marketing of the Company's sole remaining asset.

Accordingly, the Board has concluded that it is no longer in the interests of the Company or its Shareholders as a whole for the Ordinary Shares to remain traded on AIM.

Principal effects of Delisting

The principal effects that the Delisting will have on Shareholders include the following:

-- there will no longer be a formal market mechanism enabling Shareholders to trade their Ordinary Shares on AIM (or any other recognised market or trading exchange). Furthermore, the Company does not intend to put any trading facility in place to enable Shareholders to trade their Ordinary Shares following Delisting;

-- while the Ordinary Shares will remain freely transferable, they may be more difficult to sell compared to shares of companies traded on AIM (or any other recognised market or trading exchange);

-- it may be more difficult for Shareholders to determine the market value of their investment in the Company at any given time;

-- the Company will no longer be subject to the AIM Rules and, accordingly, Shareholders will no longer be afforded the protections provided by the AIM Rules. In particular, the Company will not be bound to: make any public announcements of material events, or to announce interim or final results; comply with any of the corporate governance practices applicable to AIM companies; announce substantial transactions and related party transactions; or comply with the requirement to obtain shareholder approval for reverse takeovers and fundamental changes in the Company's business;

   --        the Company will cease to retain a nominated adviser and/or broker; and 

-- the Delisting might have either positive or negative taxation consequences for Shareholders. Shareholders who are in any doubt about their tax position should consult their own professional independent adviser immediately.

Notwithstanding the Delisting, the Company will continue to comply with the applicable statutory requirements and the Company's articles of association.

Return of Cash and Outlook

Notwithstanding the Delisting, the Directors will market the sale of the Dar-es-Salaam Property, provided the local economic uncertainty has receded, the caveat has been removed and confirmation that the police investigation has been finalised with no further action being taken.

A further and final tender will be proposed once the Dar-es-Salaam Property has been sold and, ultimately, the Company will be wound up thereafter. The Company cautions that it is not possible to give a timeline as to when these events may take place.

Process for Delisting

The Delisting is conditional on the approval of not less than 75 per cent. of votes cast by Shareholders (in person or by proxy) at a general meeting. The resolution in the notice of EGM, which is set out in at the end of this document, proposes that the admission of the Ordinary Shares to trading on AIM be cancelled.

Furthermore, Rule 41 of the AIM Rules requires an AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify such intended cancellation and separately inform the London Stock Exchange of its preferred cancellation date at least 20 business days prior to such date. In accordance with AIM Rule 41, the Directors have notified AIM of the Company's intention, subject to the resolution being passed at the EGM, to cancel the Company's admission of the Ordinary Shares to trading on AIM. Accordingly, if the resolution is passed at the EGM, the Delisting will become effective at 7.00 a.m. on 17 April 2020.

Transactions in Ordinary Shares

Shareholders should note that, if effected, the Delisting will significantly reduce the liquidity and marketability of the Ordinary Shares. The Directors do not intend to provide, seek or support any arrangements whereby Ordinary Shares can be bought or sold on a matched bargain basis following the Delisting becoming effective. Accordingly, interests in Ordinary Shares are unlikely to be readily capable of sale and, where a buyer is identified, it will be difficult to place a fair value on any such sale.

Recommendation

The Directors consider that the Delisting is in the best interests of the Company and its Shareholders as a whole. Accordingly, the Directors unanimously recommend Shareholders to vote in favour of the resolution to be proposed at the EGM as they intend to do in respect of their own beneficial holdings amounting to 22,200 Ordinary Shares (representing approximately 0.1 per cent. of the Company's issued ordinary share capital).

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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March 05, 2020 07:01 ET (12:01 GMT)