REG - Infrastructure India - Debt Facilities Update

Infrastructure IndiaAnnouncement

15/01/2024 10:45

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RNS Number : 7069Z  Infrastructure India plc  15 January 2024

15 January 2024

 

Infrastructure India plc

("IIP" or the "Company" or, together with its subsidiaries, the "Group")

 

 Debt Facilities Update

 

Infrastructure India plc, an AIM quoted infrastructure fund investing directly
into assets in India, announces that it has agreed an extension to the
maturity dates of all its debt facilities, being the term loan provided by IIP
Bridge Facility LLC (the "Term Loan"), the working capital loan provided by
GGIC, Ltd. (the "Working Capital Loan") and the bridging loan provided by
Cedar Valley Financial (the "Bridging Loan").

 

On 6 September 2023, IIP announced that it had entered the Share Purchase
& Shareholders' Agreement ("SPSHA") for the conditional sale of DLI to
Pristine Malwa Logistics Park Private Limited (the "Transaction"). The
Transaction comprises a share swap and upfront cash consideration, whereby DLI
Mauritius, which owns a 99.99% interest in DLI, will receive, in consideration
for selling its entire shareholding in DLI, a cash payment of
approximately US$10 million on closing, and up to 33% of Pristine Malwa's
issued share capital. The final equity and cash consideration payable to DLI
Mauritius is subject to customary adjustments based on the net current assets
and indebtedness of DLI on the closing date. The Transaction is also subject
to consent from the Group's lenders.

 

Although the conditions precedent have been largely completed, certain complex
issues remain outstanding, some of which require third party input. This has
unfortunately impacted the expected closing timeline. Each of IIP's lenders
has agreed to extend the maturity date of the respective loans to 29 February
2024 to accommodate the revised expected timeline to closing, when longer-term
extensions are expected to be agreed. The Company will make a further
announcement in due course.

 

The Term Loan is a US$119 million principal secured facility provided to IIP's
wholly owned Mauritian subsidiary, Infrastructure India Holdco, originally
announced in April 2019. The loan carries an interest rate of 15% per annum,
calculated in a manner that yields a 15% IRR for the lender and is secured on
all assets of Infrastructure India Holdco, including 100% of the issued share
capital of Distribution Logistics Infrastructure India, DLI's parent company.
The current amount of interest accrued is approximately US$92 million. The
maturity date of 15 January 2024 has been extended to 29 February 2024 (the
"Maturity Extensions" applying collectively to all loan maturity extensions
set out in this announcement).

 

The unsecured Working Capital Loan was originally provided to the Group in
April 2013 by GGIC, Ltd. in an amount of US$17 million and increased
to US$21.5 million in September 2017. The Working Capital Loan carried an
interest rate of 7.5% per annum on its principal amount. The Group and GGIC,
Ltd. agreed to increase its interest rate to 15% per annum from 1 April
2019. The current amount of interest accrued is approximately US$30 million.
The maturity date of 15 January 2024 has been extended to 29 February 2024 (a
"Maturity Extension").

 

The unsecured Bridging Loan was originally provided to the Group in June 2017
by Cedar Valley Financial and was subsequently increased in multiple tranches
to US$64.1 million in March 2019.  The Bridging Loan carried an interest
rate of 12.0% per annum on its principal amount. The Group and Cedar Valley
Financial previously agreed to increase its interest rate to 15% per annum
from 1 April 2019. The current amount of interest accrued is approximately
US$61 million. The maturity date of 15 January 2024 has been extended to 29
February 2024 (a "Maturity Extension").

 

Related Party Transaction

 

IIP Bridge Facility LLC and Cedar Valley Financial are affiliates of GGIC,
Ltd., which is, directly and indirectly, interested in 75.4% of the Company's
issued share capital. Under the AIM Rules for Companies (the "AIM Rules"), IIP
Bridge Facility LLC, Cedar Valley Financial and GGIC, Ltd. are each,
therefore, deemed to be related parties of the Company and the Maturity
Extensions are related party transactions pursuant to Rule 13 of the AIM
Rules.

 

The independent directors of IIP, being M.S. Ramachandran and Graham Smith,
consider, having consulted with Strand Hanson Limited in its capacity as the
Company's nominated adviser, that the terms of the Maturity Extensions are
fair and reasonable insofar as the shareholders of IIP are concerned.

 

The information contained within this announcement is deemed by the Company to
constitute inside information as stipulated under the Market Abuse Regulation
(EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of
the European Union (Withdrawal) Act 2018, as amended.

 

 

- Ends -

 

Enquiries:

 Infrastructure India plc                 www.iiplc.com (http://www.iiplc.com/)

 Sonny Lulla                              Via Novella

 Strand Hanson Limited                    +44 (0) 20 7409 3494

 Nominated Adviser

 James Dance / Richard Johnson

 Singer Capital Markets                   +44 (0) 20 7496 3000

 Broker

 James Maxwell - Corporate Finance

 James Waterlow - Investment Fund Sales

 Novella                                  +44 (0) 20 3151 7008

 Financial PR

 Tim Robertson / Safia Colebrook

 

 

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