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Extended waiver and debt standstill
CONSOLIDATED INFRASTRUCTURE GROUP LIMITED
(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”)
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
15 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
Sponsor: Java Capital
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: 15/02/2018 04:50:00 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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