Singapore, 15 May 2015
Macquarie International Infrastructure Fund Limited (“MIIF”) today announced that it has agreed to sell its 81.0 per cent effective interest in Hua Nan Expressway (“HNE”) for a total cash consideration of S$110.0 million (the “Proposed Divestment”). The Proposed Divestment will be made to Topwise Consultants Limited (“Topwise”), an existing shareholder of HNE.
The Proposed Divestment is subject to MIIF shareholders’ (“Shareholders”) approval at a Special General Meeting (“SGM”) to be convened. A circular, together with a notice of the SGM, will be despatched to Shareholders in due course.
The Proposed Divestment was negotiated on an arm’s length commercial basis and follows an extensive sales process undertaken by MIIF, with the advice of Citigroup Global Markets Asia Limited. The Proposed Divestment represents the best offer received by MIIF.
The Proposed Divestment is in line with the strategy to maximise returns to Shareholders announced by the MIIF Board in December 2012 and endorsed by Shareholders in March 2013. The pursuit of this strategy has resulted in the successful divestments of MIIF's interests in Taiwan Broadband Communications, Changshu Xinghua Port and Miaoli Wind, and the distribution of proceeds from these divestments to Shareholders. Should Shareholders’ approval be given to pursue the Proposed Divestment, MIIF intends to distribute the net proceeds and any residual cash following the settlement of its liabilities to Shareholders by way of a redemption of ordinary shares in the capital of MIIF (“Share Redemption”). The total proceeds to be distributed to Shareholders following the Proposed Divestment are expected to be approximately 8.25 Singapore cents per share (“cps”).
Should the Proposed Divestment and distribution by way of the Share Redemption complete, MIIF will be delisted from the Singapore Exchange Securities Trading Limited and wound up. Upon completion of MIIF’s strategy to maximise returns to Shareholders, MIIF would have delivered total net proceeds of approximately 66.411 Singapore cps to Shareholders, arising from the implementation of the strategy. This is 24.0 per cent higher than MIIF’s share price of 53.5 Singapore cps when the review of MIIF’s strategy was first announced in October 2012. In addition, MIIF also distributed a total of 5.15 Singapore cps of ordinary dividends from October 2012 to date, thereby delivering a total return of 33.6 per cent to Shareholders.
The MIIF Board has engaged KPMG Corporate Finance Pte Ltd (“KPMG”) to act as an independent financial advisor to opine on the fairness and reasonableness of the transaction. KPMG's opinion would form part of the circular to be issued to Shareholders in due course.
In accordance with MIIF's continuous disclosure obligations, MIIF will keep the market appropriately informed of further developments.
As the relative figures under Rules 1006(a), (b) and (c) of the listing manual of the Singapore Exchange Securities Trading Limited (the “Listing Manual”) exceed 20 per cent, the Proposed Divestment constitutes a major transaction for MIIF as defined in Chapter 10 of the Listing Manual for which Shareholders’ approval will need to be sought. Please refer to Appendix 1 which forms part of this announcement for further details.
Disclosure of Interest
None of the directors and substantial shareholders of MIIF (other than in his or her or its capacity as a Shareholder) has any interest, direct or indirect, in the Proposed Divestment.
HNE is a 31-kilometre dual-carriage urban toll road in the city of Guangzhou, the capital of Guangdong province in China. HNE has the exclusive right to operate and collect tolls up to 2026. It is the main artery for north-south traffic in Guangzhou. HNE is MIIF’s sole remaining investment.
Documents on Display
A copy of the sale and purchase agreement dated 14 May 2015 is available for inspection during normal business hours at the registered office of MIIF at Penboss Building, 50 Parliament Street, 2nd Floor, Hamilton HM 12, Bermuda and the offices of Allen & Gledhill LLP at One Marina Boulevard #28-00, Singapore 018989 from the date of this announcement up to and including the date falling three months after the date of this announcement.
Macquarie International Infrastructure Fund Limited - Sale of MIIF's entire 81.0% effective interest in Hua Nan Expressway - Appendix 1