TIDMMLD
RNS Number : 7120H
Mirland Development Corporation PLC
19 August 2016
19 August 2016
Mirland Development Corporation PLC
(the "Company")
Bond Restructuring
Posting of the circular to Shareholders and Notice of EGM
Posting of the circular to Bondholders and Notice of Bondholders
Meeting
Further to the announcement by the Company on 11 August 2016
that the proposed Settlement Plan (the "Settlement" or the
"Settlement Plan") was approved between the Company and its
Bondholders (Series A-F) (the "Bondholders"), the Company announces
that it has today posted circulars to Shareholders (the
"Shareholder Circular") and Bondholders (the "Bondholder Circular")
in connection with the Settlement Plan.
The Settlement Plan
As previously announced, the Settlement Plan is proposed to be
entered into by the Company as a result of the downturn in the
Russian economy and the significant deterioration of the Rouble
against the US$ which has led to the Company experiencing cash flow
difficulties and a reduction in its revenues and profits.
Pursuant to the terms of the Settlement Plan, the debt of
approximately US$219 million owed to the Bondholders will be
converted into the following:
(a) the Equity for Debt Shares to be issued to the Bondholders
(the Equity for Debt Shares will upon issue represent approximately
91.7% of the Existing Share Capital); and
(b) a new Bond series with a principal amount of US$45 million
to be issued to the Bondholders.
The Company intends to proceed with the Capital Raising,
comprising the Subscription and the Open Offer to raise up to
US$14.1 million (before expenses) (the "Commitment Amount") of
which approximately US$7.3 million have already been injected. The
Controlling Shareholders have irrevocably undertaken to the Company
to provide the Commitment Amount, thereby ensuring that, if the
Capital Raising proceeds, they will subscribe for all new Ordinary
Shares offered under the Open Offer (subject to clawback to satisfy
valid applications by Shareholders (other than the Controlling
Shareholders under the Open Offer).
The Capital Raising will be conditional on Shareholders'
approval to, amongst other things, issue the Subscription Shares
and the Open Offer Shares and disapply pre-emption rights in
relation to the issue of the Subscription Shares. Full details of
the Subscription and the Open Offer, including the terms and
conditions, will be set out in the Subscription and Open Offer
Circular which the Company intends to send to Shareholders
following the General Meeting.
In connection with the Settlement, the Company intends to apply
for the admission of the Enlarged Share Capital to trading on TASE.
As part of the TASE Admission, it is also necessary to seek
Shareholder authority to apply for the cancellation of trading on
AIM of the Company's issued share capital. The Subscription and
Open Offer Circular will include the necessary Shareholder
resolution in relation to cancellation of trading on AIM.
Extraordinary General Meeting and meeting of Bondholders
The Shareholder Circular includes a notice convening an
Extraordinary General Meeting (the "EGM") to be held at 11.00 a.m.
(Cypriot time) on 5 September 2016 at Office 606, 6th floor,
Nicolaou Pentadromos Centre, Thessalonikis Street, 3025 Limassol,
Cyprus.
The Bondholder Circular includes a notice convening a meeting of
Bondholders (the "Bondholder Meeting") to be held at 12 noon
(Cypriot time) on 5 September 2016 at Office 606, 6th floor,
Nicolaou Pentadromos Centre, Thessalonikis Street, 3025 Limassol,
Cyprus on 31 August 2016.
Letters notifying Depositary Interest holders ("DI Holders") of
the availability of the Shareholder Circular on the Company's
website, together with Forms of Instruction for use in connection
with the EGM, have today been posted to DI Holders. The Shareholder
Circular is available on the Company's website at
www.mirland-development.com.
The purpose of the EGM and the Bondholder Meeting is to approve,
if thought fit, inter alia, the Settlement Plan.
The terms of the Settlement are unchanged to those set out in
the announcement by the Company of 20 July 2016.
Importance of vote
It is critical that Shareholders vote in favour of the
Resolutions so that, assuming the other conditions are satisfied,
the Settlement can proceed.
Recommendation
The Independent Directors, being each of Saydam Salaheddin,
Elias Eliades, Alexander Regenbogen and Constantinos Pandelides,
consider that the Settlement Plan, and 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.
Expected timetable of principal events
Latest time for lodging Forms of Instruction for the General Meeting 9.00 a.m. on 31 August 2016
Latest time for lodging Forms of Proxy for the General Meeting 9.00 a.m. on 1 September 2016
Voting Record Time 6.00 p.m. on 1 September 2016
General Meeting 11.00 a.m. (Cypriot time) on 5 September 2016
Expected date for announcement of results of the General Meeting 5 September 2016
Meeting of Bondholders 5 September 2016
Expected date for announcement of results of the Meeting of 5 September 2016
Bondholders
Expected date of approval of the Settlement Plan by the Cypriot court 30 September 2016
Expected date for admission of the Enlarged Share Capital to trading Late October 2016
on TASE and commencement
of dealings in the Company's shares on TASE
Effective date of the Settlement Plan Late October 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 British Summer Time unless otherwise stated.
The timetable above assumes that the Resolutions are passed at the
EGM without adjournment.
All terms in this announcement have the meaning given to them in
the Shareholder Circular unless otherwise defined herein.
For further information please contact:
MirLand Development Corporation
plc
Yevgeny Steklov
+357 (25) 871
Yevgeny@mirland-development.com 785
FTI Consulting
Dido Laurimore / Ellie Sweeney/Tom
Gough +44 20 3727 1000
Investec Bank plc
Jeremy Ellis / David Anderson +44 20 7597 4000
This information is provided by RNS
The company news service from the London Stock Exchange
END
MSCZMGMRDLFGVZM
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