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Readmission Document 18 July 2014

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Readmission Document 18 July 2014 Proof 6: 17.7.14 THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IT CONTAINS THE RESOLUTIONS TO BE VOTED ON AT THE GENERAL MEETING OF PME AFRICAN INFRASTRUCTURE OPPORTUNITIES PLC TO BE HELD ON 11 AUGUST 2014. IF YOU ARE IN ANY DOUBT AS TO THE ACTION YOU SHOULD TAKE, YOU ARE RECOMMENDED TO IMMEDIATELY CONSULT YOUR STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT FINANCIAL ADVISER WHO IS AUTHORISED FOR THE PURPOSE OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 IF YOU ARE IN THE UNITED KINGDOM OR, IF NOT, FROM ANOTHER APPROPRIATELY AUTHORISED INDEPENDENT FINANCIAL ADVISER. This document, dated 17 July 2014, comprises an admission document for the purposes of the AIM Rules and has been prepared in connection with the Company’s application for Readmission. This document does not constitute, and the Company is not making, an offer of transferable securities to the public requiring an approved prospectus under section 85 of the FSMA. Accordingly, this document does not constitute an approved prospectus for the purposes of the FSMA and has not been prepared in accordance with the Prospectus Rules or approved by or filed with, the Financial Conduct Authority or by any other authority which could be a competent authority for the purposes of the Prospectus Directive. Application will be made for the Enlarged Share Capital to be admitted to trading on the AIM market operated by the London Stock Exchange. The Existing PME Shares are not, and the Enlarged Share Capital will not, on Readmission, be dealt on any other recognised investment exchange and no application has been or is will be made for the Existing PME Shares or the Enlarged Share Capital to be admitted to any such exchange. It is expected that the Enlarged Share Capital will be admitted to trading on AIM, and that dealings in the PME Shares will commence, on 12 August 2014. AIM is a market designed primarily for emerging or smaller companies to which a higher investment risk tends to be attached than to larger or more established companies. AIM securities are not admitted to the Official List of the United Kingdom Listing Authority. A prospective investor should be aware of the risks of investing in such companies and should make the decision to invest only after careful consideration and, if appropriate, consultation with an independent financial adviser. Each AIM company is required pursuant to the AIM Rules for Companies to have a nominated adviser. The nominated adviser is required to make a declaration to the London Stock Exchange on admission in the form set out in Schedule Two to the AIM Rules for Nominated Advisers. The London Stock Exchange has not itself examined or approved the contents of this document. PME African Infrastructure Opportunities plc (Incorporated under the Isle of Man Companies Acts 1931 to 2004 and registered in the Isle of Man with registered number 120060C) Readmission to trading on AIM Notice of Extraordinary General Meeting Nominated Adviser Smith & Williamson Corporate Finance Limited Broker Oriel Securities Limited The Company, the Existing Directors and the Proposed Directors, whose names appear on page 5 of this document, accept responsibility for the information contained in this document. To the best of the knowledge of the Company, the Existing Directors and the Proposed Directors (who have taken all reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit anything likely to affect its import. Smith & Williamson Corporate Finance Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively as nominated adviser to the Company in connection with the arrangements set out in this document and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to customers of Smith & Williamson or for advising any other person in connection with the arrangements set out in this document. In addition, Smith & Williamson, as nominated adviser to the Company under the AIM Rules, owes certain responsibilities solely to the London Stock Exchange which are not owed to the Company or the Directors or to any other person. Smith & Williamson has not authorised the contents of any part of this document and without limiting the statutory rights of any person to whom this document is issued, no liability whatsoever is accepted by Smith & Williamson for the accuracy of any information or opinions contained in this document or for the omission of any material information, for which the Company, the Existing Directors and Proposed Directors are solely responsible. The information contained in this document has been prepared solely for the purposes of Readmission and is not intended to inform or be relied upon by any subsequent purchasers of PME Shares (whether on or off exchange) and accordingly no duty of care is accepted in relation to them. Oriel Securities Limited, which is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting as broker to the Company in connection with the arrangements set out in this document and is not acting for any other person and will not be responsible to any other person for providing the protections afforded to customers of Oriel Securities or for advising any other person in connection with the arrangements set out in this document. Oriel Securities has not authorised the contents of, or any part of, this document and (without limiting the statutory rights of any person to whom this document is issued) no liability whatsoever is accepted by Oriel Securities for the accuracy of any information or opinions contained in this document or for the omission of any material information from this document, for which the Company, the Existing Directors and Proposed Directors are solely responsible. Oriel Securities will not be offering advice and will not otherwise be responsible for providing customer protections to recipients of this document in respect of any acquisition of PME Shares. Your attention is drawn to Part IV of this document, which sets out the risk factors relating to an investment in PME Shares. All statements regarding the Enlarged Group’s business, financial position and prospects should be viewed in light of the factors set out in Part IV of this document. Other than the issue of the Consideration Shares to the Vendors, the Company is not offering any new PME Shares or any other securities in connection with Readmission. The PME Shares have not been, and will not be, registered under the US Securities Act, or the securities laws of any state or other jurisdiction of the United States. Consequently, none of the PME Shares may be offered, sold, taken up, exercised, resold, renounced, transferred or delivered, directly or indirectly, within the United States or to, or for the benefit of, US persons (within the definition of such term under Regulation S made under the US Securities Act) except in accordance with the US Securities Act or an exemption therefrom. Subject to certain exemptions, this document should not be distributed, forwarded, transferred, copied or otherwise transmitted to any persons within the United States or to US persons. The distribution of this document into a jurisdiction other than the United Kingdom may be restricted by law and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any failure to comply with any such restrictions may constitute a violation of the securities laws or regulations of any such jurisdictions. A notice convening an extraordinary general meeting of the Company to be held at its registered office at Millennium House, 46 Athol Street, Douglas, Isle of Man IM1 1JB at 10:00 a.m. on 11 August 2014 is set out at the end of this document. To be valid the Form of Proxy accompanying this document must be completed and returned in accordance with the instructions printed thereon so as to be received by the Registrars as soon as possible but, in any event, not later than 48 hours before the time fixed for the meeting. Completion of a Form of Proxy will not preclude a member from attending the meeting and voting in person. 2 c110275pu010 Proof 6: 17.7.14_15:27 B/L Revision: 0 Operator ChoD CONTENTS Page Readmission and Acquisition statistics 4 Expected timetable of principal events 4 Directors, secretary and advisers 5 Definitions 7 PART I Letter from the Chairman of PME 11 PART II Information on PME and the Acquisition 20 PART III Information on Sheltam 28 PART IV Risk Factors 33 PART V Financial Information 41 PART VI Additional Information 149 Notice of Extraordinary General Meeting 179 3 READMISSION AND ACQUISITION STATISTICS Number of PME Shares in issue before the Acquisition 76,753,897 Number of Consideration Shares to be issued pursuant to the Acquisition 19,741,160 Consideration Shares as a percentage of Enlarged Share Capital 20.46% Number of PME Shares in issue on Readmission 96,495,057 Market capitalisation of the Company on Readmission US$19.30 million(1) TIDM PMEA TIDM following Readmission STAM ISIN number IM00B1WSL611 EXPECTED TIMETABLE OF PRINCIPAL EVENTS Posting of this document and Form of Proxy 18 July 2014 Last time and date for receipt of Forms of Proxy for the Extraordinary General Meeting 10:00 a.m. on 9 August 2014 Extraordinary General Meeting 10:00 a.m. on 11 August 2014 Readmission effective and dealings in Enlarged Share Capital commence 12 August 2014 Completion of the Acquisition 12 August 2014, on Readmission Notes (1) At a price of US$0.20 per share, the closing mid-market price on AIM on 25 June 2014, being the trading day immediately prior to the Suspension Date.
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