Wrap Text
Schedule 11 announcement in respect of the disposal of Ejuva One Solar Energy and Ejuva Two Solar Energy
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
Sponsor
Java Capital
Date: 16-03-2021 08:05:00
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.
Sharenet Sites 
