18th Mar 2014 11:52
18 March 2014
MAPLE ENERGY PLC
("Maple" or the "Company")
PREFERRED STOCK UPDATE
Maple Energy plc (AIM: MPLE; LIMA: MPLE), an integrated energy company with assets in Peru, announces today an update regarding the Class B convertible preferred shares ("Class B Shares") of The Maple Companies Limited ("MCL") held by Fondo de Inversión en Infraestructura, Servicios Públicos y Recursos Naturales ("AC Capitales" or the "Fund").
· As disclosed on news releases dated May 27, 2010 and August 2, 2010, in July 30, 2010 AC Capitales acquired 456,871 non-voting Class B convertible preferred shares of MCL, a direct subsidiary of Maple and owner of the Company's assets and operations in Peru, for a cash consideration of US$ 12.5 million.
· Each Class B Share is convertible into 30 ordinary shares of Maple Energy at the Fund's discretion, at any time. The conversion ratio shall be reduced to 20.7 once the Fund has achieved an internal rate of return ("IRR") of 20%.
· The Class B Shares will only receive cash payments through an entitlement to receive a portion of any distributions of distributable funds made to the shareholders of MCL as follows: (i) approximately 27% of the total distributions to the MCL shareholders until the Fund has achieved an annual internal rate of return on its investment ("IRR") of 15% ("Initial IRR"), (ii) once the Initial IRR has been reached, approximately 11% of the total distributions to the MCL shareholders until the Fund has achieved an IRR of 20% ("Final IRR"), and (iii) once the Final IRR has been reached, approximately 7.6% of the total distributions to the MCL shareholders.
· The Fund also has a one-time put option (the "Put Option"), exercisable on July 30, 2018, to sell the Class B Shares to the Company at a price that would result in the Fund achieving the Initial IRR. The Company is not able to prepay this high yield debt without the prior agreement of the Fund.
· Assuming that the Fund elected to exercise the Put Option on July 30, 2018, Maple would be obliged to pay the Fund approximately US$38 million (US$12.5 million initial investment plus approximately US$25.8 million in accrued interest).
· As of December 31, 2013, the Company has booked a total debt of approximately US$ 20 million owed to the Fund in connection with the Class B Shares (including the US$12.5 million initial investment plus accrued interest).
· In addition to the economic rights described above, the Class B Shares also provide certain negative control rights in favour of AC Capitales with respect to the Company and its subsidiaries' operations.
Renegotiation of Class B Shares
· Due to the lower than expected performance of the Company's ethanol business, current adverse ethanol prices conditions as well as the severe drought that is affecting northern Peru, among other things, the Company has requested that AC Capitales enters into discussions with Maple to renegotiate the conditions of the Class B Shares. The Company believes that agreeing more flexible terms in relation to the Class B Shares will enable the Company to achieve certain key financing transactions that the Company has been seeking, as previously reported.
· The Company will update its shareholders regarding any progress in this key initiative in due course. While the Company is pursuing a mutually advantageous result for its shareholders and the Fund, no guarantee can be given that a resolution to this matter will be achieved on acceptable terms to the Company, or at all.
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
Related Shares:
MPLE.L