Schedule 11 announcement in respect of the disposal of ejuva one solar energy proprietary limited and ejuva two solar energy proprietary limited

CONSOLIDATED INFRASTRUCTURE GROUP LIMITED
(in busines rescue)
(Incorporated in the Republic of South Africa)
(Registration number 2007/004935/06)
JSE share code: CIL ISIN: ZAE000153888
(“CIG” or the “Company” or the “Group”)

SCHEDULE 11 ANNOUNCEMENT IN RESPECT OF THE DISPOSAL OF EJUVA ONE SOLAR ENERGY
PROPRIETARY LIMITED AND EJUVA TWO SOLAR ENERGY PROPRIETARY LIMITED

1. Introduction

Shareholders are referred to the SENS announcement dated 16 October 2020 wherein the Company advised that CIGenCo SA Proprietary Limited (“CIGenCo”), a wholly-owned subsidiary of CIG, entered into two share sale agreements with the Trustees for the time being of the Mergence Namibia Infrastructure Fund Trust, an unrelated third party, to dispose of 49% of the entire issued share capital of Ejuva One Solar Energy Proprietary Limited (“Ejuva One”) and 49% of the entire issued share capital of Ejuva Two Solar Energy Proprietary Limited (“Ejuva Two”), together with any claims CIGenCo has against Ejuva One or Ejuva Two (collectively the “Transactions”), for an aggregate consideration of a minimum of N$62 500 000.00 and a maximum of N$68 000 000.

As the Transactions constitute a category 1 transaction in terms of the JSE Listings Requirements, the Transactions previously remained subject to the fulfilment or waiver of the last remaining condition precedent being obtaining the requisite approvals in terms of the JSE Listings Requirements, including the approval of CIG’s shareholders necessary to implement the Transactions. All other conditions precedent to the successful completion of the Transactions have been fulfilled.

Due to the current circumstances of the Company which resulted in CIG being placed in business rescue on 9 November 2020, CIG has applied for and the JSE has granted dispensation from adherence with category 1 transaction requirements, pursuant to schedule 11 of the JSE Listings Requirements and the expected date of completion of the Transactions is on or about Friday, 19 March 2021.

Accordingly, in addition to the full terms of the Transactions announced on SENS on 16 October 2020, the following information is provided to shareholders in accordance with schedule 11 of the JSE Listings Requirements.

2. Continuing prospects

CIG and its subsidiaries are in severe financial distress, as is evidenced by the fact that the CIG and its subsidiary Consolidated Power Projects Proprietary Limited (“Conco”) entered voluntary business rescue proceedings on 9 November 2020 and 2 November 2020, respectively. The board of director’s decision to apply for voluntary business rescue proceedings in respect of the Company was taken in the best interest of the Company as a whole.

The appointed business rescue practitioners (“BRPs”) have familiarised themselves with the Group’s financial obligations, including ongoing working capital commitments, as well as the Group’s historical debt, and are finalising a business rescue plan (the “Business Rescue Plan”). Current indications are that the Group’s debts exceed its assets by a factor in excess of three times. In light of this and other factors, it is currently the BRPs opinion that the Company is unlikely to trade out of this position.

The objectives of the business rescue proceedings are, inter alia, to implement the Transactions, in parallel with other cost-saving initiatives and asset sales, in order to manage the financial crisis faced by CIG efficiently and bring about the most favourable outcome possible for all CIG stakeholders. The Business Rescue Plan will outline a strategy to wind the business down, protect and save as many jobs as possible, and provide a fair outcome to creditors and employees.

Shareholders are advised that the BRPs are still on track to publish a Business Rescue Plan on or about 19 April 2021 and that regular updates of the business rescue proceedings are available on the Company’s website (www.ciglimited.co.za) under the business rescue tab.

3. Directors’ statement

The remaining director of the Company, Raoul Gamsu, together with the BRPs are of the continued belief that the Transactions are in the best interests of the shareholders, the Company as a whole and all the stakeholders and that should the Transactions have been unsuccessful, the Company and the BRPs may be unable to undertake an effective business rescue process as intended and thereby severely hinder the aforementioned objectives of the business rescue proceedings.

4. Confirmations provided to the JSE

In support of the schedule 11 application, the following confirmations have been provided to the JSE:

  • that the Transactions are in the best interests of the shareholders and of the Company as a whole and that, should the Transactions be unsuccessful, the Company and the BRPs may be unable to undertake an effective business rescue process as intended;
  • that the Transactions are not with related parties;
  • that the Company’s sponsor is of the opinion, based on the information available to it, that the Company is in severe financial difficulty and that it will not be in a position to meet its obligations as they fall due unless the Business Rescue Plan is implemented;
  • that all alternative methods of financing have been exhausted and the only option remaining to the Company is to complete the Transactions and dispose of a part of its assets;
  • the Company does not have any other financial facilities available as confirmed by its lender; and
  • that given the nature of the Transactions, the Takeover Regulation Panel does not need to be consulted on the schedule 11 dispensation.

5. Financial arrangements contingent upon the Transactions

As a result of the implementation of the Transactions, it is anticipated that the Company will be able to partially meet the ongoing financial requirements of the Group’s operations and the proceeds received will be utilised to reduce CIG’s liabilities, meet banking lending operations, meet the objectives of the business rescue process and to meet the Group’s ongoing working capital requirements.

6. Working capital statement

The Group does not have sufficient working capital available to meet its present requirements for at least the next 12 months as is evidenced by CIG and its subsidiary, Conco, being placed into business rescue. It is anticipated that the successful implementation of the Transactions together with additional asset sales and various other cost saving initiatives will significantly contribute to the Company’s ability to trade through the business rescue process.
As stated, the business rescue proceedings seeks to achieve sufficient working capital for the Company through the Transactions.

16 March 2021

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