Acquisition (0613M)
10 August 2011 - 2:43AM
UK Regulatory
TIDMIRF
RNS Number : 0613M
IRF European Fin Investments Ltd
09 August 2011
ANNOUNCEMENT
IRF European Finance Investments Ltd
('IRF' or the 'Company')
Announces its
Agreement to Issue
New Preference Shares in the Company
9 August 2011
IRF today announces that it has agreed to issue 49,833.858
convertible preference shares (the "Preference Shares") in exchange
for 31,074,302 outstanding shares in Marfin Investment Group
("MIG"), a company listed on the Athens Stock Exchange. Each
Preference Share is convertible into 1,000 common shares in the
Company, subject to the satisfaction of certain conditions. The
Preference Shares will not be listed on the SFM or any other
regulated market.
The MIG shares being transferred to the Company have been valued
based on the closing price of such shares on the Athens Stock
Exchange as of 14 July 2011. The deemed issue price of the IRF
Shares is US$0.45 per share, representing a discount of
approximately 10% to IRF's current bid price.
The IRF directors believe that the proposed transaction will be
beneficial for the Company. As a result of the transaction, IRF
will increase its investment in MIG, a key investment for IRF, at a
cost significantly below MIG's announced NAV as well as increasing
equity on IRF's balance sheet.
Pursuant to the issue of the Preference Shares, Amadeus Maritime
S.A., an entity controlled by Ms Angeliki Frangou, IRF's chairman,
will receive 7,110.041 Preference Shares in exchange for the
transfer of 4,433,523 MIG shares.
Immediately following the issue of the Preference Shares, IRF's
issued share capital will comprise:
(i) 137,315,633 common shares of US$0.0015 par value each;
and
(ii) 49,833.858 preference shares of US$0.0001 par value
each.
Each Preference Share shall be entitled to one thousand times
the number of votes to which each common share is entitled.
Immediately following the issue of the Preference Share, the
percentage of voting rights in the Company held as a shareholder by
Almirante Armadora S.A. will increase from 2.7% to 7.3% and the
percentage of voting rights in the Company held as a shareholder by
Euroline Overseas S.A. will increase from nil to 7.9%.
Prior to the transaction, IRF held approximately 13.88% of the
issued shares in MIG. Following completion of this transaction, IRF
now owns approximately 17.91% of the issued shares in MIG.
For further information:
IRF European Finance Investments Ltd
Angeliki Frangou, Chairperson Tel: +30 210 428 0560
Sheldon Goldman, Deputy Chairman Tel: +1 212 404 5740
About IRF
IRF's principal investment strategy is to seek investment
opportunities in global financial institutions, with a
complementary focus on investments in distressed opportunities in
other industries. On 19 January 2009 IRF commenced trading on the
SFM (Specialist Fund Market), operated by the London Stock Exchange
plc. The Company's registered office is at Canon's Court 22
Victoria Street, Hamilton HM12, Bermuda.
Forward-looking statements
All statements, other than statements of historical fact,
included in this release are forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995.
These statements are based upon current expectations and are
subject to a number of risks, uncertainties and assumptions that
could cause actual results to differ materially from those
described in the forward-looking statements. IRF assumes no
obligation and expressly disclaims any duty to update the
information contained herein except as required by law.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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