26th Sep 2012 07:00
26 September 2012
PME AFRICAN INFRASTRUCTURE OPPORTUNITIES PLC
("PME" or the "Group") (AIM: PMEA.L)
Interim results for the six months ended 30 June 2012
PME African Infrastructure Opportunities plc, an investment company established to invest in sub-Saharan African infrastructure and infrastructure related industries, announces its results for the six months ended 30 June 2012.
Key Information:
·; Operating loss reduced to US$1.6 million (six months ending 30 June 2011: US$1.8 million)
·; Net Asset Value increased to US$58.0 million (40 cents per share), 1% up from the US$57.5 million (40 cents per share) as at 31 December 2011
·; The Company intends to realise its investments and return capital to Shareholders through a series of tender offers
·; Proposed return of approximately US$13m by way of initial tender offer, equivalent to 9c per Ordinary Share to holders on the record as at 25 October 2012
·; Circular accompanying Notice of AGM and Initial Tender Offer Document sent to Shareholders today
·; Following termination of investment management contract which took effect in July 2012, the Company is now self-managed.
For further information please contact:
Smith & Williamson Corporate Finance Limited | Azhic Basirov / Siobhan Sergeant | +44 20 7131 4000 |
Oriel Securities Limited | Joe Winkley / Neil Winward | +44 20 7710 7600 |
Chairmans Statement
On behalf of the Board, I am pleased to present the interim results for PME African Infrastructure Opportunities plc ("PME" or "the Company") for the six months to 30 June 2012.
Investments
The Company's investments comprise rail assets in South Africa that include the ownership of twelve mainline locomotives for lease by end-users, and the ownership of commercial premises in Dar-es-Salaam, Tanzania. As previously announced, the Company intends to realise these investments and wind itself up.
We have seen greatly improved demand for locomotives, and are encouraged by developments at Sheltam. Two of our C30 locomotives have been involved in an accident in Mozambique, fortunately without loss of life. They are the subject of an insurance claim, and are, in management's view, beyond repair.
Financial Results
Our investments in the telecommunications segment were controlling stakes and therefore for accounting purposes their operating losses are required to be consolidated in the financial statements.
The operating loss attributable to ordinary shareholders for the period was US$1.6 million (six months ending 30 June 2011: US$1.8 million). This net result includes US$1.8 million (six months ending 30 June 2011: US$1.9 million) of finance income generated by our fleet of twelve C30 railway locomotives and US$0.8 million (six months ending 30 June 2011: US$1.5 million) of revenues from the telecommunications segment.
At 30 June 2012, PME's Net Asset Value attributable to ordinary shareholders in accordance with IFRS was US$58.0 million (40 cents per share), 1% up from the US$57.5 million (40 cents per share) that was reported as at 31 December 2011.
Post Balance Sheet Events and Return of Capital
As has already been announced, notice of termination was given to PME Infrastructure Managers in July 2011, which took effect in July 2012. The Company is now self-managed.
In the meantime, and following the payment of a dividend of 14 cents per Ordinary Share on 29 July 2011, it is now proposed to return approximately US$13 million by way of tender offer, equivalent to a further 9 cents per Ordinary Share, in this case to holders on the record as at 25 October 2012. Further details of these and other proposals are included with the circular and tender offer document dispatched to shareholders at the same time as this report.
David von Simson
Chairman
25 September 2012
Consolidated Income Statement
(Unaudited) Period from 1 January 2012 to 30 June 2012 | (Represented) (Unaudited)Period from 1 January 2011 to 30 June 2011 | ||
Note | US$'000 | US$'000 | |
Continuing operations | |||
Revenue | - | - | |
Investment Manager's fees | 4 | (357) | (648) |
Operating and administration expenses | 5 | (920) | (1,371) |
Foreign exchange loss | (719) | (20) | |
Operating loss | (1,996) | (2,039) | |
Finance income | 6 | 2,463 | 2,366 |
Share of loss of associate | 9.2 | - | (1,177) |
Profit/(loss) before income tax | 467 | (850) | |
Income tax | 7 | (51) | (68) |
Profit/(loss) for the period from continuing operations | 416 | (918) | |
Discontinued operations | |||
Loss for the period from discontinued operations | 15 | (1,951) | (5,968) |
Loss for the period | (1,535) | (6,886) | |
Loss attributable to: | |||
Owners of the parent | (1,590) | (1,802) | |
Non-controlling interests | 55 | (5,084) | |
(1,535) | (6,886) | ||
Basic and diluted loss per share (cents) from continuing and discontinued operations attributable to the equity holders of the Company during the period | |||
From continuing operations | 8 | 0.29 | (0.64) |
From discontinued operations | (1.40) | (0.61) | |
From loss for the period | (1.11) | (1.25) |
Consolidated Statement of Comprehensive Income
(Unaudited)Period from 1 January 2012 to 30 June 2012 | (Represented) (Unaudited)Period from 1 January 2011 to 30 June 2011 | ||
US$'000 | US$'000 | ||
Loss for the period | (1,535) | (6,886) | |
Other comprehensive income/(expense) | |||
Foreign exchange translation differences - continuing operations | (156) | (257) | |
Foreign exchange translation differences - discontinued operations | 2,251 | (850) | |
Other comprehensive income/(expense) for the period | 2,095 | (1,107) | |
Total comprehensive income/(expense) for the period | 560 | (7,993) | |
Total comprehensive income/(expense) attributable to: | |||
- Owners of the parent | 505 | (3,064) | |
- Non-controlling interests | 55 | (4,929) | |
560 | (7,993) | ||
Total comprehensive income/(expense) attributable to equity shareholders arises from: | |||
- Continuing operations | 260 | (1,175) | |
- Discontinued operations | 245 | (1,889) | |
505 | (3,064) |
Consolidated Balance Sheet
Note | (Unaudited)As at 30 June 2012 | (Audited)As at 31 December 2011 | |
US$'000 | US$'000 | ||
Assets | |||
Non-current assets | |||
Loan due from associate | 9.2 | 8,212 | 8,001 |
Property, plant and equipment | 11 | 21 | 29 |
Finance lease receivables | 12 | 22,931 | 24,317 |
Total non-current assets | 31,164 | 32,347 | |
Current assets | |||
Finance lease receivables | 12 | 2,716 | 2,574 |
Loan due from associate | 9.2 | 6,325 | 4,946 |
Trade and other receivables | 13 | 175 | 219 |
Cash and cash equivalents | 14 | 12,930 | 13,180 |
22,146 | 20,919 | ||
Assets of disposal group classified as held for sale | 15 | 5,917 | 13,131 |
Total current assets | 28,063 | 34,050 | |
Total assets | 59,227 | 66,397 | |
Equity and liabilities | |||
Equity attributable to owners of the parent: | |||
Issued share capital | 16 | 1,438 | 1,438 |
Foreign currency translation reserve | (1,190) | (3,285) | |
Capital redemption reserve | 367 | 367 | |
Retained earnings | 57,376 | 58,966 | |
57,991 | 57,486 | ||
Non-controlling interests | - | - | |
Total equity | 57,991 | 57,486 | |
Current liabilities | |||
Trade and other payables | 18 | 200 | 339 |
200 | 339 | ||
Liabilities of disposal group classified as held for sale | 15 | 1,036 | 8,572 |
Total current liabilities | 1,236 | 8,911 | |
Total liabilities | 1,236 | 8,911 | |
Total equity and liabilities | 59,227 | 66,397 |
The financial statements on pages 3 to 26 were approved and authorised for issue by the Board of Directors on 25 September 2012 and signed on its behalf by:
David von Simson Paul Macdonald
Director Director
Consolidated Statement of Changes in Equity
Attributable to owners of the parent | |||||||
Share capital | Foreign currency translation reserve | Capital redemption reserve | Retained earnings | Total | Non-controlling interests | Total | |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
Balance at 1 January 2011 | 1,513 | (3,885) | 292 | 104,455 | 102,375 | (9,877) | 92,498 |
Comprehensive income | |||||||
Loss for the period | - | - | - | (1,802) | (1,802) | (5,084) | (6,886) |
Other comprehensive expense | |||||||
Foreign exchange translation differences | - | (1,262) | - | - | (1,262) | 155 | (1,107) |
Total comprehensive expense for the period | - | (1,262) | - | (1,802) | (3,064) | (4,929) | (7,993) |
Balance at 30 June 2011 | 1,513 | (5,147) | 292 | 102,653 | 99,311 | (14,806) | 84,505 |
Balance at 1 January 2012 | 1,438 | (3,285) | 367 | 58,966 | 57,486 | - | 57,486 |
Comprehensive income | |||||||
Loss for the period | - | - | - | (1,590) | (1,590) | 55 | (1,535) |
Other comprehensive income | |||||||
Foreign exchange translation differences | - | 2,095 | - | - | 2,095 | - | 2,095 |
Total comprehensive income for the period | - | 2,095 | - | (1,590) | 505 | 55 | 560 |
Transactions with owners | |||||||
Non-controlling interest settled on disposal | - | - | - | - | - | (55) | (55) |
Total transactions with owners | - | - | - | - | - | (55) | (55) |
Balance at 30 June 2012 | 1,438 | (1,190) | 367 | 57,376 | 57,991 | - | 57,991 |
Consolidated Cash Flow Statement
Note | (Unaudited)Period from 1 January 2012 to 30 June 2012 | (Unaudited)Period from 1 January 2011 to 30 June 2011 | |
US$'000 | US$'000 | ||
Operating activities | |||
Loss for the period before income tax including discontinued operations | (1,464) | (6,818) | |
Adjustments for: | |||
Realised losses on sale of property, plant and equipment | - | 53 | |
Finance income | (2,463) | (2,366) | |
Depreciation and amortisation | 1,173 | 1,515 | |
Share of loss of associates | - | 1,177 | |
Loss on disposal of subsidiary | 103 | - | |
Foreign exchange loss | 2,822 | 19 | |
Operating profit/(loss) before changes in working capital | 171 | (6,420) | |
(Increase)/decrease in inventory | (2,580) | 287 | |
Decrease in trade and other receivables | 47 | 267 | |
Increase/(decrease) in trade and other payables | 1,024 | (1,845) | |
Cash used in operations | (1,338) | (7,711) | |
Income tax paid | (84) | (170) | |
Interest received | 104 | 22 | |
Lease rental income received | 1,025 | 2,016 | |
Net cash used in operating activities | (293) | (5,843) | |
Investing activities | |||
Net cash movement on disposal of subsidiary | 21 | (32) | - |
Loan to associate | 9.2, 13 | - | (7) |
Purchase of property, plant and equipment | - | (404) | |
Sale of property, plant and equipment | - | 35 | |
Cash restricted by bank guarantees | - | (278) | |
Net cash used in investing activities | (32) | (654) | |
Net decrease in cash and cash equivalents | (325) | (6,497) | |
Cash and cash equivalents at beginning of period | 13,180 | 44,883 | |
Foreign exchange gains/(losses) on cash and cash equivalents | 75 | (371) | |
Cash and cash equivalents at end of period | 14 | 12,930 | 38,015 |
Notes to the Financial Statements
1 General Information
PME African Infrastructure Opportunities plc (the "Company") was incorporated and is registered and domiciled in the Isle of Man under the Isle of Man Companies Acts 1931 to 2004 on 19 June 2007 as a public limited company with registered number 120060C. The investment objective of PME African Infrastructure Opportunities plc and its subsidiaries (the "Group") is to achieve significant total return to investors through investing in various infrastructure projects and related opportunities across a range of countries in sub-Saharan Africa.
The Company's investment activities were managed by PME Infrastructure Managers Limited (the "Manager") to 6 July 2012. No alternate has been appointed therefore the Board of Directors has assumed responsibility for the management of the Company's remaining assets. The Company's administration is delegated to Galileo Fund Services Limited (the "Administrator"). The registered office of the Company is Millennium House, 46 Athol Street, Douglas, Isle of Man, IM1 1JB.
Pursuant to its AIM admission document dated 6 July 2007, there was an original placing of up to 180,450,000 Ordinary Shares with Warrants attached on the basis of 1 Warrant for every 5 Ordinary Shares. Following the close of the placing on 12 July 2007, 180,450,000 Shares and 36,090,000 Warrants were issued. The Warrants lapsed in July 2012.
The Shares of the Company were admitted to trading on AIM, a market of the London Stock Exchange, on 12 July 2007 when dealings also commenced.
Financial Year End
The financial year end for the Company is 31 December in each year.
Company Profit
The amount of the Company's loss for the period recognised in the Consolidated Income Statement is US$1,110,453 after impairment of intercompany balances amounting to US$309,043 and release of impairment to its investment in subsidiaries amounting to US$184,948 (period ended 30 June 2011: loss US$1,736,892, no impairment of intercompany balances or investments in subsidiaries).
2 Summary of Significant Accounting Policies
The accounting policies applied by the Group in the preparation of these condensed consolidated financial statements are the same as those applied by the Group in its consolidated financial statements for the year ended 31 December 2011.
These interim financial statements have been prepared in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group as at and for the year ended 31 December 2011, which have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union.
The interim financial statements for the six months ended 30 June 2012 are unaudited. The comparative interim figures for the six months ended 30 June 2011 are also unaudited.
3 Segment Information
The chief operating decision-makers in the period have been identified as the Board and the Investment Manager. The Board and the Investment Manager review the Group's internal reporting in order to assess performance and allocate resources. They have determined the operating segments based on these reports. The Board and the Investment Manager consider the business on a project by project basis by type of business. The type of business is telecommunications (wireless and broadband services), transport (railway) and leasehold.
Six months ended 30 June 2012 | Telecommunications | Transport | Leasehold | Other* | Total |
| ||||||
Dovetel | TMP Uganda | Sheltam | PME Locos | PME Properties | ||||||||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | ||||||
Finance income | - | - | 368 | 2,088 | - | 7 | 2,463 | |||||
Depreciation and amortisation - continuing | - | - | - | (8) | - | - | (8) | |||||
Depreciation and amortisation - discontinued | (1,165) | - | - | - | - | - | (1,165) | |||||
Profit/(loss) for the period from continuing operations | - | (7) | 342 | 1,311 | - | (1,230) | 416 | |||||
Profit/(loss) for the period from discontinued operations | (2,175) | - | - | - | 169 | - | (2,006) | |||||
Segment assets | 7 | 6 | 8,223 | 34,647 | 5,910 | 10,434 | 59,227 | |||||
Segment liabilities | (1) | (2) | (20) | (35) | (1,035) | (143) | (1,236) | |||||
* Other refers to income and expenses of the Group not specific to any specific sector such as fees of the Investment Manager and income on un-invested funds. Other assets comprise cash and cash equivalents US$10,285,334 (note 14) and other assets US$148,746.
Six months ended 30 June 2011 | Telecommunications | Transport | Leasehold | Other | Total | |||
(Represented) | Dovetel | Econet | TMP Uganda | Sheltam | PME Locos | PME Properties | ||
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
Finance income | - | - | - | 386 | 1,958 | - | 22 | 2,366 |
Depreciation and amortisation - continuing | - | - | - | - | (8) | - | - | (8) |
Depreciation and amortisation - discontinued | (1,157) | - | (299) | - | - | (51) | - | (1,507) |
Share of loss of associate | - | - | - | (1,177) | - | - | - | (1,177) |
Profit/(loss) for the period from continuing operations | - | (36) | (9) | (832) | 1,867 | - | (1,908) | (918) |
Profit/(loss) for the period from discontinued operations | 1,126 | - | (2,088) | - | - | 78 | - | (884) |
Additions to non-current assets (other than financial instruments) | (313) | - | (91) | - | - | - | - | (404) |
Segment assets | 13,183 | - | 5,310 | 9,205 | 32,888 | 2,744 | 33,665 | 96,995 |
Segment liabilities | (6,647) | - | (5,161) | (19) | (36) | (225) | (402) | (12,490) |
The total of non-current assets other than financial instruments and deferred tax assets is US$20,605 (30 June 2011: US$15,780,539) and all of these are located in other countries outside of the Isle of Man. These are split between three countries as follows:
Period ended30 June 2012 US$'000 | Period ended30 June 2011 US$'000 | |
Mauritius | 21 | 38 |
Tanzania | - | 12,770 |
Uganda | - | 2,973 |
21 | 15,781 |
4 Investment Manager's Fees
Annual fees
The Investment Manager receives a management fee of 1.25% per annum of the gross asset value of the Group from Admission, payable quarterly in advance and subject to a cap of 3% per annum of the net asset value of the Group. On 6 July 2011, the Company served formal notice on the Investment Manager to terminate the Management agreement dated 6 July 2007 between the Company and the Investment Manager, to take effect on 6 July 2012.
The Investment Manager is entitled to recharge to the Group all and any costs and disbursements reasonably incurred by it in the performance of its duties including costs of travel save to the extent that such costs are staff costs or other internal costs of the Investment Manager. Accordingly, the Group is responsible for paying all the fees and expenses of all valuers, surveyors, legal advisers and other external advisers to the Group in connection with any investments made on its behalf. All amounts payable to the Investment Manager by the Group are paid together with any value added tax, if applicable. Management fees payable for the period ended 30 June 2012 amounted to US$357,326 (30 June 2011: US$648,381).
Performance fees
The Investment Manager is entitled to a performance fee of 20% of the net income and capital cash returns to the Company or any subsidiary in respect of the sale or partial sale, refinancing or restructuring of an investment in an infrastructure project ("relevant investment") provided that the "Project test" has been passed. For these purposes, the Project test will be passed if the Company or any subsidiary has received in cash the return of all its cash invested in a relevant investment and a return equivalent to an internal rate of return of 12% on such cash.
80% of the performance fee calculated will be payable to the Investment Manager within 30 days of the receipt of the relevant returns by the Company. The balance will be paid at the same time into an escrow account invested in money market deposits.
At the end of each financial year the Total Return will be calculated and the total performance fee will be calculated as 20% of the Total Return multiplied by the weighted average number of Ordinary Shares in issue during the year. This is provided that the Total Return exceeds the NAV test, being the proceeds of the Placing Shares increased at a rate of 12% per annum on an annual compound basis from the date of Admission to the Relevant End Date. Total Return is the difference between the net asset value per Ordinary Share as at the last business day of the relevant financial year and the net proceeds of the Placing Shares divided by the number of Placing Shares.
Performance fees payable for the period ended 30 June 2012 amounted to US$nil (30 June 2011: US$nil).
5 Operating and Administration Expenses
Period ended30 June 2012 US$'000 | (Represented) Period ended30 June 2011 US$'000 | |
Administration expenses | 83 | 110 |
Administrator and Registrar fees (note 20) | 70 | 143 |
Audit fees | 82 | 65 |
Custodian fees | - | 1 |
Depreciation | 8 | 8 |
Directors' fees | 121 | 190 |
Professional fees | 423 | 582 |
Travel | 8 | 70 |
Other | 125 | 202 |
Operating and administration expenses | 920 | 1,371 |
Administrator and Registrar fees
The Administrator receives a fee of 10 basis points per annum of the net assets of the Company between £0 and £50 million; 8.5 basis points per annum of the net assets of the Company between £50 and £100 million and 7 basis points per annum of the net assets of the Company in excess of £100 million, subject to a minimum monthly fee of £4,000 and a maximum monthly fee of £12,500 payable quarterly in arrears.
Administration fees payable by the Company for the period ended 30 June 2012 amounted to US$42,955 (30 June 2011: US$90,062).
The Administrator provides general secretarial services to the Company, for which it receives a minimum annual fee of £5,000. Additional fees, based on time and charges, will apply where the number of Board meetings exceeds four per annum. For attendance at meetings not held in the Isle of Man, an attendance fee of £750 per day or part thereof will be charged. The fees payable by the Company for general secretarial services for the period ended 30 June 2012 amounted to US$11,534 (30 June 2011: US$4,818).
The Administrator oversees the administration of the Mauritian subsidiaries. The minimum annual fee for each of these companies is £5,000 per annum. Administration fees of the Mauritian subsidiaries for the period ended 30 June 2012 amounted to US$26,932 (30 June 2011: US$73,521).
Custodian fees
The Custodian received a fixed monthly fee of £875 payable quarterly in arrears. The Company terminated the custodian agreement between the Company and the Custodian with effect from 19 January 2011. The fee payable for the period ended 30 June 2012 amounted to US$nil (30 June 2011: US$1,037).
Directors' Remuneration
The maximum amount of basic remuneration payable to the Directors permitted under the Articles of Association is £200,000 per annum. The Directors are each entitled to receive reimbursement of any expenses incurred in relation to their appointment. The non-executive (excluding the Chairman) Directors are entitled to receive an annual fee of £30,000 each and the Chairman £35,000.
The Directors' fees payable by the Company for the period ended 30 June 2012 amounted to US$120,834 (30 June 2011: US$189,534) and Directors' insurance cover payable amounted to US$15,393 (30 June 2011: US$15,621). Directors' fees for the period ended 30 June 2011 included £37,500 payable to the Chairman in respect of identified sale transactions.
6 Finance Income
Period ended 30 June 2012US$'000 | Period ended 30 June 2011 US$'000 | |
Interest income on loans to associates (note 9.2) | 642 | 386 |
Finance lease income (note 20) | 1,814 | 1,933 |
Interest income | 7 | 47 |
Finance income | 2,463 | 2,366 |
7 Income Tax Expense
Group | Period ended30 June 2012US$'000 | Period ended30 June 2011US$'000 |
Current tax | 51 | 68 |
Tax expense | 51 | 68 |
The tax on the Group's profit/(loss) before tax is higher than the standard rate of income tax in the Isle of Man of zero %. The differences are explained below:
Group |
Period ended30 June 2012US$'000 | (Represented) Period ended30 June 2011US$'000 |
Profit/(loss) before tax | 467 | (850) |
Tax calculated at domestic tax rates applicable in the Isle of Man (0%) | - | - |
Effect of higher tax rates in Mauritius (15%) | 51 | 68 |
Tax expense | 51 | 68 |
8 Basic and Diluted Loss per Share
Basic loss per share is calculated by dividing the loss attributable to equity holders of the Company by the weighted average number of Ordinary Shares in issue during the period.
Period ended30 June 2012 | (Represented) Period ended30 June 2011 | |
Profit/(loss) from continuing operations attributable to equity holders of the Company (US$'000) | 416 | (918) |
Loss from discontinued operations attributable to equity holders of the Company (US$'000) | (2,006) | (884) |
Total | (1,590) | (1,802) |
Weighted average number of ordinary shares in issue (thousands) | 143,745 | 143,745 |
Basic profit/(loss) per share (cents) from continuing operations | 0.29 | (0.64) |
Basic loss per share (cents) from discontinued operations | (1.40) | (0.61) |
Basic loss per share (cents) from loss for the period | (1.11) | (1.25) |
There is no difference between basic and diluted Ordinary Shares in issue as the Warrants are not dilutive in 2012 or 2011.
9 Investments in Subsidiaries and Associates
9.1 Investments in Subsidiaries
The direct and indirect subsidiaries held by the Company are as follows:
Country of incorporation | Percentage of share held | |
PME Locomotives (Mauritius) Limited | Mauritius | 100% |
PME RSACO (Mauritius) Limited | Mauritius | 100% |
PME Tanco (Mauritius) Limited | Mauritius | 100% |
PME TZ Property (Mauritius) Limited | Mauritius | 100% |
PME Uganco (Mauritius) Limited | Mauritius | 100% |
PME Properties Limited | Tanzania | 100% |
TMP Uganda Limited * | Uganda | 96.8% |
* a liquidator was appointed on 19 December 2011
In June 2012 the Group disposed of its 65% holding in Dovetel Tanzania Limited for total consideration of US$1. This resulted in a loss on disposal of US$102,556.
The Company invested in its direct subsidiaries as follows:
30 June 2012 | 31 December 2011 | |
US$'000 | US$'000 | |
Start of the period/year | 41,473 | 92,365 |
Increase in investment | - | - |
Return of capital | - | - |
Impairment | 185 | (50,892) |
End of the period/year | 41,658 | 41,473 |
9.2 Investments in Associate
Group | 30 June 2012 | 31 December 2011 |
US$'000 | US$'000 | |
Start of the period/year | - | 1,227 |
Foreign exchange loss | - | (109) |
Impairment | - | - |
Share of loss of associate | - | (1,118) |
End of the period/year | - | - |
The Group's share of the results of its principal associate, which is unlisted, and its share of the aggregate assets (including goodwill) and liabilities, is as follows:
Period ended 30 June 2012 | Percentage of shares held | Assets | Liabilities | Revenues | Loss |
Name | US$'000 | US$'000 | US$'000 | US$'000 | |
Sheltam Holdings | 50% | 24,887 | (24,887) | 10,418 | - |
Year ended 31 December 2011 | Percentage of shares held | Assets | Liabilities | Revenues | Loss |
Name | US$'000 | US$'000 | US$'000 | US$'000 | |
Sheltam Holdings | 50% | 24,715 | (24,715) | 16,588 | (1,118) |
The Group's share of losses made by its associate not recognised in the financial statements as the carrying value of the investment is US$nil, is as follows:
30 June 2012 | 31 December 2011 | |
US$'000 | US$'000 | |
Start of the period/year | 3,700 | - |
Losses for the period/year | 851 | 3,700 |
End of period/year | 4,551 | 3,700 |
Loans due from associate
30 June 2012 | 31 December 2011 | |
US$'000 | US$'000 | |
Start of the period/year | 12,947 | 9,103 |
Repayment of loans to associate | (97) | - |
Increase due to rescheduled debt agreement | 1,404 | 5,254 |
Interest income (included in finance income) | 642 | 915 |
Exchange differences | (359) | (2,325) |
Loans due from associate | 14,537 | 12,947 |
The loans due from associate are as follows:
30 June 2012 | |||
Name | Term | Interest Rate | US$'000 |
Sheltam Holdings | * | South African Prime | 8,212 |
Sheltam Holdings ** | 31 March 2012 | South African Prime | 6,325 |
14,537 |
* shareholder loan repayable to PME RSACO (Mauritius) Limited, unsecured and has no fixed repayment terms.
** rescheduled debt agreement repayable to PME Locomotives (Mauritius) Limited in relation to the finance lease arrears amounts to 30 June 2011 plus lease payments outstanding up to 31 March 2012.
The fair value of these loans approximates their carrying value.
10 Intangible assets
Group | Goodwill
| Telecommunication licences | Software licences | Total | |
Cost | US$'000 | US$'000 | US$'000 | US$'000 | |
At 1 January & 30 June 2012 | - | - | - | - | |
Amortisation | |||||
At 1 January & 30 June 2012 | - | - | - | - | |
Net book value | |||||
At 30 June 2012 | - | - | - | - |
Group | Goodwill | Telecommunication licences | Software licences | Total | |
Cost | US$'000 | US$'000 | US$'000 | US$'000 | |
At 1 January 2011 | 1,415 | 870 | 784 | 3,069 | |
Reallocated to disposal group classified as held for sale (note 15) | (1,329) | (769) | (746) | (2,844) | |
Reallocated due to loss of control * | - | (57) | - | (57) | |
Exchange differences | (86) | (44) | (38) | (168) | |
At 31 December 2011 | - | - | - | - | |
Amortisation | |||||
At 1 January 2011 | - | (116) | (209) | (325) | |
Reallocated to disposal group classified as held for sale (note 15) | - | 105 | 199 | 304 | |
Reallocated due to loss of control * | - | 5 | - | 5 | |
Exchange differences | - | 6 | 10 | 16 | |
At 31 December 2011 | - | - | - | - | |
Net book value | |||||
At 31 December 2011 | - | - | - | - |
* loss of control was due to the appointment of a liquidator (see note 15)
Amortisation of licences is calculated using the straight-line method to allocate the cost of licences over their estimated useful lives. The useful lives and renewal periods of licences are determined primarily with reference to the unexpired licence period.
11 Property, Plant and Equipment
Group | Properties | Capital WIP | Network Infrastructure & Equipment | Other | Total |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
Cost | |||||
At 1 January 2012 | - | - | - | 86 | 86 |
Additions | - | - | - | - | - |
At 30 June 2012 | - | - | - | 86 | 86 |
Accumulated depreciation | |||||
At 1 January 2012 | - | - | - | (57) | (57) |
Charge for the period | - | - | - | (8) | (8) |
At 30 June 2012 | (65) | (65) | |||
Net Book Value | |||||
At 30 June 2012 | - | - | - | 21 | 21 |
Group | Properties | Capital WIP | Network Infrastructure& Equipment | Other | Total |
US$'000 | US$'000 | US$'000 | US$'000 | US$'000 | |
Cost | |||||
At 1 January 2011 | 2,579 | 340 | 14,517 | 1,973 | 19,409 |
Reclassification of WIP | - | (324) | 324 | - | - |
Reallocated to disposal group classified as held for sale (note 15) | (2,453) | - | (11,045) | (1,262) | (14,760) |
Reallocated due to loss of control * | - | - | (3,024) | (521) | (3,545) |
Exchange differences | (126) | (16) | (772) | (104) | (1,018) |
At 31 December 2011 | - | - | - | 86 | 86 |
Accumulated depreciation | |||||
At 1 January 2011 | - | - | (3,314) | (577) | (3,891) |
Reallocated to disposal group classified as held for sale (note 15) | - | - | 2,576 | 340 | 2,916 |
Reallocated due to loss of control * | - | - | 573 | 165 | 738 |
Charge for the year | - | - | - | (17) | (17) |
Exchange differences | - | - | 165 | 32 | 197 |
At 31 December 2011 | - | - | - | (57) | (57) |
Net Book Value | |||||
At 31 December 2011 | - | - | - | 29 | 29 |
* loss of control was due to the appointment of a liquidator (see note 15)
12 Finance Lease Receivables
Group | 30 June 2012 US$'000 | 31 December 2011 US$'000 |
Amounts receivable under finance leases: | ||
Within one year | 6,132 | 6,149 |
In the second to fifth years inclusive | 24,545 | 24,545 |
Beyond five years | 10,349 | 13,389 |
41,026 | 44,083 | |
Less: unearned finance income | (15,379) | (17,192) |
Present value of minimum lease payments receivable | 25,647 | 26,891 |
The present value of the lease payments is receivable as follows:
30 June 2012 US$'000 | 31 December 2011 US$'000 | |
Within one year | 2,716 | 2,574 |
After one year | 22,931 | 24,317 |
25,647 | 26,891 |
The Group has entered into finance leasing arrangements with Sheltam Holdings (Pty) Limited, an associated company, for twelve locomotives (six in December 2008 and another six in June 2009). The average term of finance leases entered into is ten years. The interest rate inherent in the leases is fixed at the contract date for the entire lease term. The average effective interest rate contracted approximates to 16.30% (2011: 16.30%). The fair value of the Group's finance lease receivables at 30 June 2012 is estimated at US$25,647,039 (31 December 2011: US$26,890,605). The lease receivables are secured on the related assets.
13 Trade and Other Receivables
Group | 30 June 2012 US$'000 | 31 December 2011 US$'000 |
Receivables due from associate company | 75 | 77 |
Prepayments | 100 | 142 |
Trade and other receivables | 175 | 219 |
Company | 30 June 2012 US$'000 | 31 December 2011 US$'000 |
Loans and receivables due from subsidiary companies | ||
Start of the period/year | 48 | 10,182 |
Payment of loan and receivables | 72 | 4,886 |
Impairment of loans and receivables | (309) | (15,448) |
Interest income | 244 | 404 |
Expense recharges | 41 | 24 |
End of period/year | 96 | 48 |
A total of US$21,200 was drawn down by PME Tanco during the six months ended 30 June 2012 in respect of its intercompany loan facility provided by the Company. Interest of US$123,288 was accrued on this facility over the period. The balance at 30 June 2012 has been impaired by US$140,458.
A total of US$9,400 was drawn down by PME Uganco during the six months ended 30 June 2012 in respect of its intercompany loan facility provided by the Company. Interest of US$120,414 was accrued on this facility over the period. The balance at 30 June 2012 has been impaired by US$127,733.
Both loan facilities bear interest at the US prime rate, are unsecured and repayable on demand.
PME TZ Property and PME RSACO were lent US$14,000 and US$27,800 respectively to cover operational expenditure. These balances are interest free, unsecured and repayable on demand.
Company | 30 June 2012 US$'000 | 31 December 2011 US$'000 |
Receivables due from associate company | ||
Start of the period/year | 77 | 86 |
Expense recharges | - | 7 |
Exchange differences | (2) | (16) |
End of the period/year | 75 | 77 |
Prepayments | 73 | 133 |
Sundry debtors | - | - |
Trade and other receivables | 73 | 133 |
14 Cash and Cash Equivalents
Group | 30 June 2012 US$'000 | 31 December 2011 US$'000 |
Bank balances | 2,673 | 1,657 |
Deposit balances | 10,257 | 11,523 |
Cash and cash equivalents | 12,930 | 13,180 |
Company | 30 June 2012 US$'000 | 31 December 2011 US$'000 |
Bank balances | 28 | 52 |
Deposit balances | 10,257 | 11,523 |
Cash and cash equivalents | 10,285 | 11,575 |
15 Non-Current Assets Held for Sale and Discontinued Operations
The assets and liabilities of PME Tanco (Mauritius) Limited, Dovetel Tanzania Limited, PME TZ Property (Mauritius) Limited and PME Properties Limited have been presented as held for sale following the approval by the Group's management to sell or close these companies. The results for these companies are therefore included under discontinued operations.
Additionally, TMP Uganda appointed a liquidator on 19 December 2011 and its results are therefore also included under discontinued operations.
On 25 June 2012 the Company received written approval from the High Court for the sale of PME's shareholding in Dovetel Tanzania Limited for a nominal consideration of US$1 in cash. Following the sale which completed 28 June 2012, the Company had no further funding requirements or obligations with regard to Dovetel.
Group | 30 June 2012 US$'000 | 30 June 2011 US$'000 |
Operating cash flows | (170) | - |
Investing cash flows | 3 | - |
Financing cash flows | - | - |
Total cash flows | (167) | - |
(a) Assets of disposal group classified as held for sale
Group | 30 June 2012 US$'000 | 31 December 2011 US$'000 |
Intangible assets | - | 1,028 |
Property, plant and equipment | 5,001 | 12,348 |
Inventory | - | 319 |
Other current assets | 916 | 2,290 |
5,917 | 15,985 | |
Impair to realisable value | - | (2,854) |
Total | 5,917 | 13,131 |
(b) Liabilities of disposal group classified as held for sale
Group | 30 June 2012 US$'000 | 31 December 2011 US$'000 |
Trade and other payables | - | 849 |
ZTE loan | - | 6,710 |
Other current liabilities | 1,036 | 1,013 |
Total | 1,036 | 8,572 |
ZTE Corporation of China was the supplier of the core network equipment to Dovetel. The loans were unsecured and interest free.
(c) Cumulative income or expense recognised in other comprehensive income relating to disposal group classified as held for sale
Group | 30 June 2012 US$'000 | 30 June 2011 US$'000 |
Foreign exchange translation adjustments | 2,251 | (850) |
Total | 2,251 | (850) |
Analysis of the result of discontinued operations, and the result recognised on the re-measurement of assets of disposal group, is as follows:
Group | 30 June 2012 US$'000 | 30 June 2011 US$'000 |
Revenue - rental income | 381 | 223 |
Revenue - telecommunications | 832 | 1,508 |
Realised losses on sale of property, plant & equipment | - | (53) |
Operating and administration expenses (see below) | (3,792) | (7,647) |
Foreign exchange (loss)/gain | (2,103) | 1 |
Loss on disposal of subsidiary (see note 21) | (103) | - |
Release of impairment of assets to realisable value | 2,854 | - |
Loss before tax of discontinued operations | (1,931) | (5,968) |
Tax | (20) | - |
Total | (1,951) | (5,968) |
Group | 30 June 2012 US$'000 | 30 June 2011 US$'000 |
Loss for the period from discontinued operations | ||
- Owners of the parent | (2,006) | (884) |
- Non-controlling interests | 55 | (5,084) |
(1,951) | (5,968) |
(d) Operating and administration expenses
Period ended30 June 2012 US$'000 | Period ended30 June 2011 US$'000 | |
Administration expenses | 1 | 1 |
Administrator and Registrar fees (note 20) | 11 | 25 |
Amortisation of intangible assets | 92 | 96 |
Audit fees | 17 | 55 |
Depreciation | 1,073 | 1,411 |
Employee costs | 732 | 1,872 |
Retirement benefits | 47 | 108 |
Management fees - TMP (note 20) | (3) | 29 |
Management fees - other | 2 | 4 |
Marketing costs | 305 | 564 |
Network and direct costs | 1,172 | 2,127 |
Professional fees | 123 | 492 |
Property and utilities | 116 | 208 |
Travel | 6 | 2 |
Other | 98 | 653 |
Operating and administration expenses for discontinued operations | 3,792 | 7,647 |
16 Share Capital
Ordinary Shares of US$0.01 each | 31 December 2011 and30 June 2012 Number | 31 December 2011 and30 June 2012 US$'000 |
Authorised | 500,000,000 | 5,000 |
C Shares of US$1 each | 31 December 2011 and30 June 2012Number | 31 December 2011 and 30 June 2012US$'000 |
Authorised | 5,000,000 | 5,000 |
Issued | - | - |
Ordinary Shares of US$0.01 each | 30 June 2012US$'000 | 31 December 2011US$'000 |
143,744,752 (31 December 2011: 143,744,752) Ordinary Shares in issue, with full voting rights | 1,438 | 1,438 |
1,438 | 1,438 |
At incorporation the authorised share capital of the Company was US$10,000,000 divided into 500,000,000 Ordinary Shares of US$0.01 each and 5,000,000 C Shares of US$1.00 each. The holders of Ordinary Shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at meetings of the Company.
The holders of C Shares would be entitled to one vote per share at the meetings of the Company. The C Shares can be converted into Ordinary Shares on the approval of the Directors. On conversion each C share would be sub-divided into 100 C Shares of US$0.01 each and will be automatically converted into New Ordinary Shares of US$0.01 each.
On 12 July 2007, the Company raised a gross amount of US$180,450,000 following the admission of the Company's Ordinary Shares to AIM. The Company placed 180,450,000 Ordinary Shares of US$0.01 par value, at an issue price of US$1.00 per share, and 36,090,000 Warrants on a 1 Warrant per 5 Ordinary Shares basis.
A registered holder of a Warrant had the right to subscribe for Ordinary Shares of US$0.01 each in the Company in cash on 30 April in any of the years 2008 to 2012 for a price of US$1.21 each (adjusted from US$1.25 effective from 11.59pm on 23 February 2010, and an additional 1,193,042 Warrants were issued). The subscription price was adjusted from US$1.21 to US$1.00 effective from 11.59pm on 21 September 2010, and an additional 7,829,424 Warrants were issued. The subscription price was further adjusted from US$1.00 to US$0.72 effective from 11.59pm on 22 July 2011, and an additional 17,543,718 Warrants were issued taking the total number of Warrants in issue to 62,656,184. The Warrants lapsed in July 2012. No subscription rights were exercised prior to the Warrants lapsing.
17 Net Asset Value per Share
Group | As at 30 June 2012 | As at 31 December 2011 |
Net assets attributable to equity holders of the Company (US$'000) | 57,991 | 57,486 |
Shares in issue (thousands) | 143,745 | 143,745 |
NAV per share (US$) | 0.40 | 0.40 |
The NAV per share is calculated by dividing the net assets attributable to equity holders of the Group by the number of Ordinary Shares in issue.
18 Trade and Other Payables
Group | 30 June 2012 US$'000 | 31 December 2011 US$'000 |
Administration fees payable | 29 | 34 |
Audit fee payable | 105 | 158 |
CREST service provider fee payable | 4 | 4 |
Directors' fees payable | - | 31 |
Income tax payable | 16 | 29 |
Other sundry creditors | 46 | 83 |
200 | 339 |
Company | 30 June 2012 US$'000 | 31 December 2011 US$'000 |
Loans and receivables due to subsidiary companies | ||
Start of the period/year | - | - |
Expense recharges | 125 | - |
End of period/year | 125 | - |
PME Locomotives recharged US$124,841 to the Company during the period. This balance is interest free, unsecured and repayable on demand.
Company | 30 June 2012 US$'000 | 31 December 2011 US$'000 |
Administration fees payable | 25 | 26 |
Audit fee payable | 67 | 133 |
CREST service provider fee payable | 4 | 4 |
Directors' fees payable | - | 31 |
Other sundry creditors | 46 | 82 |
142 | 276 |
The fair value of the above financial liabilities approximates their carrying amounts.
19 Contingent Liabilities and Commitments
The following guarantees are in place as a result of the acquisition of 50% of the Ordinary Share capital of Sheltam Holdings (Pty) Limited:
(i) Rand Merchant Bank debtors facility in the amount of US$1.2m (ZAR 10m) of which 50% has been indemnified by Roy Puffett, a shareholder in and a director of Sheltam Holdings (Pty) Limited.
(ii) FirstRand Bank suretyship in the amount of US$0.7m (ZAR 6m) in connection with a US$1.8m (ZAR 12m) working capital facility.
(iii) Rand Merchant Bank letter of support in the amount of US$0.7m (ZAR 5.5m) in connection with aircraft finance lease obligations.
PME Properties Limited (also Dovetel Tanzania Limited for 2011) has entered into a number of operating lease agreements in respect of properties (also office premises and network base station sites in 2011). The lease terms are between one and ten years and the majority of the lease agreements are renewable at the end of the lease period at market rates.
The Group's future aggregate minimum lease payments under operating leases are as follows:
30 June 2012 US$'000 | 31 December 2011 US$'000 | |
Amounts payable under operating leases: | ||
Within one year | 30 | 243 |
In the second to fifth years inclusive | 200 | 450 |
Beyond five years | 1,440 | 1,759 |
1,670 | 2,452 |
The directors do not expect any of these guarantees to result in significant loss to the Group.
20 Related Party Transactions
Parties are considered to be related if one party has the ability to control the other party or to exercise significant influence over the other party in making financial or operational decisions. Key management is made up of the Board of Directors and Investment Manager.
Group
Management fees of US$3,096 were refunded by TMP Management A.S. (30 June 2011: US$28,988 paid to TMP Management A.S.), outstanding at 30 June 2012, US$nil (31 December 2011: US$nil).
Sheltam Holdings (Pty) Limited, an associate, had the following positions/transactions with Group companies:
- The outstanding finance lease liability owing to PME Locomotives (Mauritius) Limited as at 30 June 2012 was US$25,647,039 (31 December 2011: US$26,890,605), see note 12.
- Net finance lease interest expense due to PME Locomotives (Mauritius) Limited during the period ended 30 June 2012 amounted to US$1,814,034 (30 June 2010: US$1,933,408).
- The loans payable to PME RSACO (Mauritius) Limited and PME Locomotives (Mauritius) Limited are disclosed in note 9.2.
The Directors of the Company are considered to be related parties by virtue of their influence over making operational decisions. Directors' remuneration is disclosed in note 5.
Brian Smith of Masazane Capital, one of the shareholders in the Investment Manager, PME Infrastructure Managers Limited, was appointed as chief executive officer in charge of day to day operations. He resigned on 28 February 2012 and his responsibilities with the Investment Manager were taken over by James Peggie. Inwezi Capital (Proprietary) Limited ("Inwezi"), which is the holding company of Masazane Capital was appointed as a consultant to the Company from 15 November 2010. A total of US$nil was payable to Inwezi in respect of the period ended 30 June 2012 (30 June 2011: US$300,000).
Lawrence Kearns, a director of the Company, was a non-executive director of the Administrator until 31 July 2012. Fees payable to the Administrator are disclosed in note 5.
Company
Intercompany transactions with subsidiaries and associates are disclosed in note 13.
21 Loss on Disposal of Subsidiary
In June 2012 the Group disposed of its 65% holding in Dovetel Tanzania Limited for total consideration of US$1. This resulted in a loss on disposal of US$102,556 as follows:
US$'000 | |
Intangible assets | 950 |
Property, plant & equipment | 6,434 |
Inventory | 276 |
Trade and other receivables | 1,247 |
Cash | 32 |
Trade and other payables | (1,888) |
ZTE loan | (6,789) |
Other sundry creditors | (104) |
Total identifiable net assets | 158 |
Non-controlling interest | 55 |
Loss on disposal | 103 |
22 Post Balance Sheet Events
Following the termination of the contract with the Investment Manager in July 2012, the Company has become self-managed and, as a result, David von Simson, Lawrence Kearns and Paul Macdonald, directors of the Company, have taken on executive responsibilities.
The Warrants delisted on 9 July 2012 and have now lapsed.
Related Shares:
PMEA.L