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CIG06 CIG07 CIG04 CIG05 CIG10 CIG11 CIG12 201802190022A
CIG - Extended Waiver and Debt Standstill
CONSOLIDATED INFRASTRUCTURE GROUP LIMITED
(Incorporated in the Republic of South Africa)
(Registration number 2007/004935/06)
(“CIG” or “the Company” or “the Group”)
EXTENDED WAIVER AND DEBT STANDSTILL
1. CIG shareholders are referred to the Company's announcement
published on SENS on 30 November 2017 (the "November
Announcement”) in respect of its reviewed provisional
condensed consolidated results for the year ended 31 August
2017 (the "2017 Financial Year"). In this announcement,
reference to the "Funders" means the banks providing
funding to the Group who are parties to the Common Terms
Agreement ("CTA") which CIG entered into with them in or
about May 2016, and persons holding notes issued by CIG in
terms of its Domestic Medium Term Note Programme ("DMTNP"),
represented by funds and asset managers who between them
represent more than 90% of the notes by value.
2. In the November announcement, mention was made of a waiver
and undertakings which had been obtained until 15 February
2018 (the "Existing Waiver"), to enable the Group to focus
on satisfying the further requirements of its Funders. The
Existing Waiver and undertakings applied to the 2017
Financial Year and the measurement period which ended on 31
August 2017.
3. CIG is pleased to announce that it has reached an agreement
with its Funders to extend the waiver (the “Extended
Waiver”) until 28 February 2019 (the "Extended Waiver
Period"), in respect of all Funders. The terms of the
Extended Waiver are captured in a binding term sheet signed
by all Funders.
4. In addition, Funders who are Noteholders have furnished
irrevocable undertakings to amend (at a meeting of
noteholders yet to be called), the terms of the outstanding
notes which mature during the Extended Waiver Period, so as
to extend their maturity dates to 1 March 2019.
5. The Extended Waiver Period runs from 1 September 2017 until
28 February 2019.
6. The Extended Waiver suspends all capital repayments under
the CTA and the DMTNP (collectively, the “Financing
Agreements”), until 28 February 2019 (the “Debt
Standstill”). Interest thereunder remains payable, after
which suspended capital payments totalling R204 million
under the DMTNP fall due for payment on 1 March 2019 and
remaining repayments will resume thereafter as scheduled.
The Extended Waiver also includes a waiver of all defaults
under the Financing Agreements arising from a breach of the
financial covenants which have been waived. New financial
covenants in respect of the Financing Agreements are to be
negotiated and to become effective in respect of all
measurement periods on or after 1 March 2019.
7. All existing facilities made available to the Group by the
Funders will, despite any provisions to the contrary under
the Financing Agreements, remain available on a committed
basis up to and including, 28 February 2019.
8. The Extended Waiver, agreed with the Funders, is the result
of the Funders taking comfort in CIG’s forecast cash flow
generation over the short and medium term, coupled with
numerous far-reaching initiatives being undertaken by CIG
to address the challenges at Consolidated Power Projects
Group Proprietary Limited (“Conco").
9. With respect to the Extended Waiver, the Group has agreed
to the following, the breach of any of which could trigger
a default if not remedied –
9.1 to maintain a minimum cash buffer, which includes available
facilities, of at least R250 million as at 28 February
2018, increasing by R25 million per month for each month
thereafter falling within the Extended Waiver Period;
9.2 to measure separate revised EBITDA covenants for Conco on
the one hand and the Group excluding Conco on the other
hand, in the case of Conco, on a monthly basis and, in the
case of the Group excluding Conco, at the end of each of
CIG's financial quarters, during the Extended Waiver
Period;
9.3 extensive reporting on covenants and the delivery of
monthly management accounts and updated cash flow forecasts
for the Group; and
9.4 the delivery to the Funders of monthly progress reports,
for the duration of the Extended Waiver Period, from the
Group's independent business review team.
10. Notwithstanding the Extended Waiver and the initiatives
undertaken as mentioned above, CIG has commenced a process
to review and evaluate its optimal long-term funding
requirements and capital structure. FirstRand Bank, acting
through its Rand Merchant Bank division, has been appointed
to provide CIG with strategic advice in relation to the
execution of this strategy. Strategic options available to
CIG include the potential refinancing of existing
facilities, the potential sale of non-core assets and/or
the raising of additional capital, to the extent required.
CIG will report back to its stakeholders on the outcome of
this process by no later than 31 March 2018.
11. CIG views the Extended Waiver for the duration of the
Extended Waiver Period as a favourable outcome for
shareholders, given the extensive remedial actions that are
being taken at Conco and the long- term outlook and
prospects for the Group.
12. The directors and management of CIG wish to express their
appreciation to the Funders for their continued support and
their willingness to consider and explore solutions for the
benefit of all stakeholders.
By order of the board
Frank Boner Raoul Gamsu
Chairman CEO
19 February 2018
Independent non-executive directors:
F Boner (Chairman), K Bucknor*, A Darko*, AD Dixon, R Horton,
K Kariuki**, J Nwokedi, K Ojah***
Executive directors:
RD Gamsu, IM Klitzner
*Ghanaian
** Kenyan
***USA
Registration number: 2007/004935/06
Business address: First Floor, 30 Melrose Boulevard, Melrose
Arch, 2196
Business postal address: PO Box 651455, Benmore, Johannesburg,
2010
Telephone: 011 280 4040
Company secretary: CIS Company Secretaries Proprietary Limited
Transfer secretaries: Computershare Investor Services
Proprietary Limited
Debt Sponsor: Investec Bank Limited
Auditors: Grant Thornton Johannesburg Partnership
Investor relations: Singular Systems IR
Visit our website: www.ciglimited.com
Disclaimer
The group has in good faith made reasonable effort to ensure
the accuracy and completeness of the information contained in
this document, including all information that may be regarded
as “forward-looking statements”.
Forward-looking statements may be identified by words such as
“believe”, “anticipate”, “expect”, “plan”, “estimate”,
“intend”, “project”, “target”.
Forward-looking statements are not statements of fact, but
statements by the management of the group based on its current
estimates, projections, expectations, beliefs and assumptions
regarding the group’s future performance and no assurance can
be given to this effect.
The risks and uncertainties inherent in the forward-looking
statements contained in this document include but are not
limited to changes to IFRS and the interpretations,
applications and practices subject thereto as they apply to
past, present and future periods; domestic and international
business and market conditions such as exchange rate and
interest rate movements; changes in the domestic and
international regulatory and legislative environments; changes
to domestic and international operational, social, economic and
political risks; and the effects of both current and future
litigation.
The group does not undertake to update any forward-looking
statements contained in this document and does not assume
responsibility for any loss or damage and howsoever arising as
a result of the reliance by any party thereon, including, but
not limited to, loss of earnings, profits or consequential loss
or damage.
Date: 19/02/2018 10:46:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS. |
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