TIDMMLD
RNS Number : 4879P
Mirland Development Corporation PLC
17 November 2016
THIS ANNOUNCEMENT AND THE INFORMATION CONTAINED HEREIN IS
RESTRICTED AND IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN
WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, IN, INTO OR FROM THE
UNITED STATES (INCLUDING ITS TERRITORIES AND POSSESSIONS, ANY STATE
OF THE UNITED STATES OR THE DISTRICT OF COLUMBIA), AUSTRALIA,
CANADA, JAPAN, THE REPUBLIC OF SOUTH AFRICA OR ANY OTHER
JURISDICTION IN WHICH SUCH RELEASE, PUBLICATION OR DISTRIBUTION
WOULD BE UNLAWFUL.
This announcement does not constitute a prospectus or offering
memorandum or an offer in respect of any securities and is not
intended to provide the basis for any investment decision in
respect of the Company or other evaluation of any securities of the
Company or any other entity and should not be considered as a
recommendation that any investor should subscribe for or purchase
any such securities.
17 November 2016
MirLand Development Corporation PLC
(the "Company")
Posting of the circular to Shareholders relating to the
Subscription, the Open Offer, the Share Consolidation, AIM
Cancellation and proposed amendments to the Articles
Proposed AIM Cancellation
Notice of General Meeting
The Company announced on 5 September 2016 that Shareholders and
Bondholders had approved the terms of the Settlement Plan as set
out in circular posted to Shareholders on 19 August 2016.
Pursuant to the Settlement Plan, the Company is today pleased to
announce a proposed capital raising to raise gross proceeds of
approximately US$14.1 million (approximately GBP11.3 million)
(including the capitalisation of the loan of approximately US$7.7
million previously provided to the Company) through the issue of up
to 162,270,901 new Ordinary Shares to the Subscribers to raise
approximately US$12.1 million (approximately GBP9.7 million) (the
"Subscription") and an open offer providing all Qualifying
Shareholders with the opportunity to subscribe for an aggregate of
26,635,854 new Ordinary Shares to raise a further approximate US$2
million (approximately GBP1.6 million) before expenses (the "Open
Offer") (together the "Capital Raising").
The Capital Raising is conditional upon, inter alia:
-- the Resolutions being passed by the requisite majorities at
the General Meeting;
-- the board resolution of the Company being passed by the
requisite majority at the board meeting of the Company approving
the issue and allotment of the Subscription and Open Offer
Shares;
-- receipt of all approvals from TASE and ISA required to effect
TASE Admission before or on 30 November 2016 or such later date as
agreed between the Subscribers and the Company, and, if necessary,
the Bondholders; and
-- AIM Admission becoming effective at 8.00 a.m. on 19 December
2016 or such later date as determined by the Company, being no
later than the Long Stop Date.
The Company will today deliver to Shareholders a circular in
connection with the Capital Raising, the Share Consolidation, AIM
Cancellation and proposed amendments to the Articles (the
"Circular"), a copy of which will also be available on the
Company's website at www.mirland-development.com
Letters notifying Depositary Interest holders ("DI Holders") of
the availability of the Circular on the Company's website, together
with Forms of Instruction for use in connection with the EGM, will
be posted to DI Holders today.
There is no guarantee that TASE Admission will occur and the
Settlement Plan completes in accordance with its terms.
All capitalised terms in this announcement have the meaning
given to them in the Circular unless otherwise defined herein.
Details of the Subscription and the Open Offer
The Subscribers have agreed to subscribe for up to 162,270,901
Subscription Shares at a price of GBP0.06 per Subscription Share
pursuant to the terms of the Subscription Agreement.
As detailed further in the Circular, the Open Offer will result
in the issue of up to 26,635,854 new Ordinary Shares. Qualifying
Shareholders may subscribe for Open Offer Shares on the basis of 18
Open Offer Shares for every 10 Existing Ordinary Shares at GBP0.06
per Open Offer Share held on the record date, being 6.00 p.m. on 15
November 2016.
Valid applications by Qualifying Shareholders will be satisfied
in full up to their Open Offer Entitlements as shown on the
Application Form for Qualifying Non-Depository Interest Holders or
credited to the CREST account of Qualifying Depository Interest
Holders.
Under the Excess Application Facility, provided that they have
agreed to take up their Open Offer Entitlements in full, Qualifying
Shareholders may apply for more than their Basic Entitlement should
they wish to do so. Applications by Qualifying Shareholders for
Excess Shares under the Excess Application Facility will be limited
to a maximum number of Excess Shares equal to three times the Basic
Entitlement of such Qualifying Shareholders at the Record Date. If
the total number of Excess Shares applied for by all Qualifying
Shareholders exceeds the total number of Excess Shares available,
applications shall be scaled back pro rata to the number of Excess
Shares applied for by Qualifying Shareholders under the Excess
Application Facility or allocated in such manner as the Board may,
in its absolute discretion, may determine.
Application has been made for the Open Offer Entitlements to be
admitted to CREST. It is expected that such Open Offer Entitlements
will be credited to CREST on 18 November 2016. The Open Offer
Entitlements will be enabled for settlement in CREST until 11.00
a.m. on 8 December 2016. Applications through the CREST system may
only be made by the Qualifying Depository Interest Holder
originally entitled or by a person entitled by virtue of bona fide
market claims. The Open Offer Shares must be paid in full on
application. The latest time and date for receipt of completed
Application Forms or CREST application and payment in respect of
the Open Offer is 11.00 a.m. on 8 December 2016.
The Subscribers, as existing Shareholders in the Company, have
each irrevocably undertaken not to take up their entitlements under
the Open Offer to provide the Shareholders (other than the
Subscribers) the opportunity to take up more Open Offer Shares to
mitigate the dilutive effect of the Subscription and the issue of
the Equity for Debt Shares.
In order to ensure that the Company raises the full US$14.1
million (approximately GBP11.3 million), the Subscribers have also
agreed, pursuant to the terms of the Subscription Agreement, to
subscribe for the new Ordinary Shares available under the Open
Offer subject to clawback to satisfy valid applications by
Qualifying Shareholders under the Open Offer.
Qualifying Shareholders should be aware that the Open Offer is
not a rights issue. As such, Qualifying Shareholders should note
that their Application Forms are not negotiable documents and
cannot be traded. Qualifying Depository Interest Holders should
note that, although their Open Offer Entitlement will be credited
to their CREST accounts, the Open Offer Entitlements will not be
tradeable or listed and applications in respect of the Open Offer
may only be made by the Qualifying Depository Interest Holders
originally entitled or by a person entitled by virtue of a bona
fide market claim. Subscription and Open Offer Shares which are not
taken up under the Open Offer will not be sold in the market for
the benefit of those who do not apply under the Open Offer and
Qualifying Shareholders who do not apply to take up New Ordinary
Shares will have no rights under the Open Offer. Any Subscription
and Open Offer Shares which are not applied for in respect of the
Open Offer will be issued to the Subscribers, with the net proceeds
retained for the benefit of the Company.
Use of proceeds
The Subscription and Open Offer is expected to raise net
proceeds of approximately US$13.7 million (including the
capitalisation of the loan of US$7.7 million previously provided to
the Company).
The Company will apply the net proceeds of the Capital Raising
to:
-- complete its obligations under the Settlement as described below;
-- support the existing portfolio of the Company (if required); and
-- fund the Company's working capital requirements.
Share Consolidation
The Directors are proposing the Company's ordinary share capital
be consolidated on the basis of one new ordinary share of US$0.20
each ("Consolidation Shares") is issued in replacement for every 20
existing ordinary shares of US$0.01 pence each ("Existing Ordinary
Shares") (the "Share Consolidation") in order to comply with the
minimum trading price requirement on TASE, being that the trading
price cannot be lower than NIS1.00. Accordingly, the
Pre-Consolidation Shares are required to be consolidated after AIM
Admission but before TASE Admission in order to satisfy this
requirement.
The Subscription Shares and the Open Offer Shares will be
admitted to trading on AIM on 19 December 2016. However, trading on
AIM will also be suspended on 20 December 2016, and AIM
Cancellation is expected on 21 December 2016.
The rights attached to the Consolidation Shares will be the same
as the rights attaching to the Pre-Consolidation Shares.
The Consolidation Shares have the ISIN code: CY0106902113 and
CFI code is ESVUFR.
TASE Admission and Notification of cancellation on AIM
In connection with the Settlement Plan and pursuant to the
requirements of Israeli law, the execution of the Settlement Plan
requires the Enlarged Share Capital to be admitted to trading on
TASE.
The Directors have undertaken a review of the benefit of the
Company's shares to be traded on both AIM and TASE and concluded
that it is in the best interests of the Company and its
Shareholders as a whole for admission of the Existing Ordinary
Shares and the New Ordinary Shares to trading on AIM to be
cancelled.
The Company, therefore, announces the proposed cancellation of
the admission of its shares to trading on AIM ("AIM Cancellation").
Background and further details of AIM Cancellation are set out in
the Circular.
Pursuant to Rule 41 of the AIM Rules for Companies, the Company
hereby gives notice of the intended AIM Cancellation.
Under the AIM Rules, AIM Cancellation can only be effected by
the Company after the passing of a resolution of the Shareholders
in a general meeting passed by a majority of not less than 75 per
cent. of the votes cast, and the expiry of a period of twenty
business days from the date upon which notice of the cancellation
is given in accordance with AIM Rules. In addition, a period of at
least five business days following the passing of the resolution
approving the cancellation is required before the cancellation is
effected.
Subject to the AIM Cancellation resolution being passed by the
requisite majority at the EGM, it is expected that AIM Cancellation
will become effective from 7.00 a.m. on 21 December 2016 or such
later date as the directors of the Company may approve.
Amendments to Articles of Association
In order to ensure that the Company complies with the TASE
requirements to permit TASE Admission, the Directors propose the
following changes to the Articles:
-- The Directors will be given power to sign an instrument of
transfer on behalf of a transferor allowing the Directors to
transfer Depository Interest Holders' interests in Ordinary Shares
who did not provide the relevant information to be transferred to
the Israeli Depositary from the Company's share register to a
trustee to be held on trust for the relevant Depositary Interest
Holder.
-- That instrument of transfer is not required to be signed by a transferee.
-- The Directors will be given power to sign an instrument of
transfer on behalf of a transferee (if required).
Further, upon completion of the Settlement Plan, the Enlarged
Share Capital will be admitted to trading on TASE. Further
amendments will be required to the Articles post-TASE Admission to
fulfil certain Israeli legal and securities requirements and a
further circular will be posted to Shareholders in due course.
Shortly after TASE Admission a separate extraordinary general
meeting of the Company will be convened in order to seek
Shareholders' approval to amend the Articles accordingly.
Extraordinary General Meeting
The Circular includes a notice convening an Extraordinary
General Meeting (the "EGM") to be held at 10.00 a.m. (Cypriot time)
on 9 December 2016 at Office 606, 6th floor, Nicolaou Pentadromos
Centre, Thessalonikis Street, 3025 Limassol, Cyprus.
Importance of vote
The Settlement Plan is subject to a number of conditions
precedent. Should any of these conditions not be satisfied in full
or be waived by the Bondholders, the Settlement Plan may not become
effective in accordance with its terms, therefore, as the company
will be in default under the terms of the debentures, the
Bondholders may commence insolvency proceedings against the
Company.
As stated above, it is critical that Shareholders vote in favour
of the Resolutions such that, assuming the other conditions are
satisfied, the Settlement Plan and the Subscription and the Open
Offer can proceed.
Recommendation
The Independent Directors, being each of Saydam Salaheddin,
Elias Eliades, Alexander Regenbogen and Constantinos Pandelides,
consider that each of the Resolutions, are in the best interests of
the Company and its Shareholders as a whole. Accordingly, the
Independent Directors unanimously recommend Shareholders to vote in
favour of each of the Resolutions.
Related Party Transaction
As the Subscribers are the substantial shareholders (as defined
in the AIM Rules for Companies) of the Company, for the purposes of
the Subscription and Open Offer, the Subscription and Open Offer
are classified as a related party transaction under the AIM Rules.
The Directors (other than Eyal Fishman given his historic
connections with the Subscribers and David Zvida, who is a director
of the Company and is also a director of the Subscribers) consider,
having consulted with Investec, the Company's nominated adviser,
that the terms of the Subscribers' participation in the
Subscription and the Open Offer are fair and reasonable and in the
best interests of the Company and the Shareholders as a whole.
Expected timetable of principal events
Record Date for entitlements under the Open Offer 6.00 p.m. on 15 November 2016
Ex-entitlement Date 18 November 2016
Open Offer Entitlements and Excess Open Offer Entitlements credited to 18 November 2016
CREST stock accounts
of Qualifying Depository Interest Holders
Recommended latest time for requesting withdrawal of Open Offer 4.30 p.m. on 2 December 2016
Entitlements and Excess Open
Offer Entitlements from CREST
Latest time for depositing Open Offer Entitlements and Excess Open Offer 3.00 p.m. on 5 December 2016
Entitlements into
CREST
Latest time for splitting Application Forms (to satisfy bona fide market 3.00 p.m. on 6 December 2016
claims only)
Latest time for lodging Forms of Instruction for the General Meeting 8.00 a.m. on 6 December 2016
Latest time for lodging Forms of Proxy for the General Meeting 8.00 a.m. on 7 December 2016
Voting record time 5.00 p.m. on 7 December 2016
Latest time for receipt of completed Application Forms and payment in 11.00 a.m. on 8 December 2016
full under the Open
Offer or settlement of relevant CREST instructions (as appropriate)
General Meeting 10.00 a.m. (Cypriot time) on 9 December 2016
Expected date for announcement of results of the General Meeting and the 9 December 2016
result of the Subscription
and Open Offer
Admission of the Subscription Shares and the Open Offer Shares to 8.00 a.m. 19 December 2016
trading on AIM
Expected date by which CREST stock accounts are to be credited for New 19 December 2016
Ordinary Shares in
uncertificated form
Consolidation Record Date 6.00 p.m. on 19 December 2016
Adoption of the Amended Articles 6.00 p.m. on 19 December 2016
Expected time and date of the Share Consolidation 8.00 a.m. on 20 December 2016
Expected date of suspension of trading on AIM 8.00 a.m. on 20 December 2016
Termination of the Depositary Interest structure 6.00 p.m. on 20 December 2016
Expected date of admission of the Enlarged Share Capital to trading on 21 December 2016
TASE and commencement
of dealings in the Company's shares on TASE
Effective date of the Settlement Plan 21 December 2016
Expected date of cancellation of trading on AIM 21 December 2016
Each of the times and dates in the above timetable is subject to
change. If any of the above times and/or dates change, the revised
times and/or dates will be notified to Shareholders by announcement
through a Regulatory Information Service. References to time in
this document are to GMT unless otherwise stated.
The timetable above assumes that the Resolutions are passed at
the EGM without adjournment.
Key statistics relating to the Subscription, Open Offer and
Share Consolidation
Number of Existing Ordinary Shares in issue on 16 November
2016 (being the last practicable
date prior to publication of this document) 103,558,005
Basis of Open Offer 18 Open Offer Shares for every 10 Existing Ordinary Shares
Offer Price GBP0.06 per Subscription and Open Offer Share
Number of Open Offer Shares 26,635,854
Number of new Ordinary Shares to be issued by the Company
pursuant to the Subscription and
Open Offer 188,906,755
Share Capital following the Subscription and Open Offer 292,464,760
Share Capital following the Subscription and Open Offer
and the Share Consolidation 14,623,238
Number of Equity for Debt Shares following the Share
Consolidation 60,367,726
Share Capital following the Subscription and Open Offer,
the issue of the Equity for Debt
Shares and the Share Consolidation 74,990,964
Percentage of the Existing Share Capital represented by
the Equity for Debt Shares 0%
Percentage of the Enlarged Share Capital represented by
the issue of the Equity for Debt Shares 80.5%
Share Consolidation ratio One Consolidation Share for each 20 Ordinary Shares
Subscription and Open Offer Shares as a percentage of the
Enlarged Share Capital immediately
following TASE Admission 12.6%
Estimated net proceeds of the Subscription and Open Offer Approximately GBP11.0 million
receivable by the Company after
expenses
Estimated expenses of the Open Offer Approximately GBP0.3 million
ISIN of the Basic Entitlements CY0126912118
CFI code for the Basic Entitlements RSSXXR
ISIN of the Excess Open Offer Entitlements CY0126922117
CFI code for the Excess Open Offer Entitlements RSSXXR
ISIN of the Consolidation Shares CY0106902113
CFI code for the Consolidation Shares ESVUFR
Additional important information
Exchange rates
Unless otherwise stated, the exchange rates for the purpose of
this circular are as follows:
US$ ($) to Rouble ( ) $1.00/65.55
GBP (GBP) to Dollar ($) GBP1.00/$1.24
GBP (GBP) to Rouble ( ) GBP1.00/ 81.89
For further information please contact:
MirLand Development Corporation plc
Yevgeny Steklov
Yevgeny@mirland-development.com +357 (25) 871 785
FTI Consulting
Dido Laurimore / Ellie Sweeney / Tom
Gough +44 20 3727 1000
Investec Bank plc
Jeremy Ellis / David Anderson +44 20 7597 4000
Certain statements in this announcement are forward-looking
statements which are based on the Company's expectations,
intentions and projections regarding its future performance,
anticipated events or trends and other matters that are not
historical facts. These forward-looking statements, which may use
words such as "aim", "anticipate", "believe", "could", "intend",
"estimate", "expect" and words of similar meaning, include all
matters that are not historical facts. These forward-looking
statements involve risks, assumptions and uncertainties that could
cause the actual results of operations, financial condition,
liquidity and dividend policy and the development of the industries
in which the Company's businesses operate to differ materially from
the impression created by the forward-looking statements. These
statements are not guarantees of future performance and are subject
to known and unknown risks, uncertainties and other factors that
could cause actual results to differ materially from those
expressed or implied by such forward-looking statements. Given
those risks and uncertainties, prospective investors are cautioned
not to place undue reliance on forward-looking statements.
Forward-looking statements speak only as of the date of such
statements and, except as required by the FCA, the London Stock
Exchange, the AIM Rules or applicable law, the Company undertakes
no obligation to update or revise publicly any forward-looking
statements, whether as a result of new information, future events
or otherwise.
Investec Bank plc ("Investec"), which is authorised and
regulated by the Financial Conduct Authority, is acting only for
the Company in connection with the matters described in this
announcement and is not acting for or advising any other person, or
treating any other person as its client, in relation thereto and
will not be responsible for providing the regulatory protection
afforded to clients of Investec or advice to any other person in
relation to the matters contained herein.
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCBRBJTMBMBBAF
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