funnyG986
8 years ago
SIII huge 8k out; moving to dollar range; $0.035
https://www.sec.gov/Archives/edgar/data/53320/000005332016000003/siii_8k.htm
Item 1.01 Entry into a Material Definitive Agreement.
On July 18, 2016, as part of the closing of the purchase of the AkCenter Shopping Center in Ankara, Turkey (the “AkCenter”), the Company and the shareholders of PG Proje Gelistirme Gayrimenkul A.S., a special purpose vehicle formed in order to purchase the AkCenter (“PG Proje”), amended the prior Sale and Purchase Agreement entered into on November 3, 2014.
The Sale and Purchase Agreement contemplated that the Company would issue to an escrow agent debentures of the Company equal to 60,000,000 euros, and in turn, the sellers of the AkCenter (the “Sellers”) would convey into escrow the title deeds for the AkCenter. Since that time, the Sellers conveyed the title deeds to PG Proje; as a result, the parties concluded that the escrow arrangements were unnecessary since title had already passed to PG Proje. Consequently, the Sale and Purchase Agreement was amended as part of the Securities Purchase Agreement described below.
In addition, the Sale and Purchase Agreement contemplated that the purchase price of the AkCenter would be 60,000,000 euros. The parties agreed to change this to the nearest $100,000 U.S. dollar equivalent, or US$66,000,000. Furthermore, the Purchase and Sale Agreement was amended to state the debentures issued to the Sellers would have a maturity of 5 years and a conversion price of $1.00 per share.
The Purchase and Sale Agreement was also amended to set forth the name of the management company that will manage the AkCenter and the name of the construction company that will handle the renovation of the AkCenter. As explained below, each of the parties described above was issued Secured Convertible Debentures of the Company (the “Debentures”).
Item 2.01 Completion of Acquisition or Disposition of Assets.
On July 18, 2016, the Company closed the acquisition of the AkCenter. The Company agreed to purchase the AkCenter on November 3, 2014. In order to close the purchase, the Company issued $66,000,000 of its Debentures, as described further below, in exchange for 100% of the shares of PG Proje, which owns the AkCenter. The AkCenter is an outlet shopping center in Ankara, Turkey with 166 outlets.
The AkCenter was purchased from PG Proje. Our Chief Executive Officer, Abbas Salih, is associated with several entities that own shares of PG Proje. The purchase price was determined by the Sale and Purchase Agreement that was entered into with the Sellers.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On July 18, 2016, the Company issued a total of $71,800,000 in Debentures in order to close the purchase of the AkCenter and to pay for management and renovation services for the AkCenter.
The Debentures have the following features:
· No interest
· Due December 31, 2021
· The holder may convert the Debenture into common stock of SIII at any time at a price of $1.00 per share
· The Debenture will automatically convert into common stock upon the closing price of the Company’s common stock closing above $1.00 per share for 20 consecutive trading days
The Debentures are secured by the AkCenter.
Item 3.02 Unregistered Sales of Equity Securities.
On July 18, 2016, the Company entered into a Securities Purchase Agreement for the sale of $71,800,000 of Debentures.
As stated earlier, the Company issued $66,000,000 of Debentures to the shareholders of PG Proje in exchange for their shares of PG Proje. In addition, the Company issued $4,400,000 of Debentures to Pivotek-Akun-Alpinsaat JV, as payment for certain renovations to be undertaken on the AkCenter. The Company also issued $1,400,000 of Debentures to Retail Square Gayrimenkul Yatrimlari Ve Danismanlik S.A. as a deposit toward two years of management services to be rendered under a Rental and Facilities Management Agreement, which has already been entered into.
The Company claims an exemption from the registration provisions of the Securities Act based upon Regulation S, given that the securities were sold to non-U.S. investors.
DDHOUND
9 years ago
The News!
KALISPELL, MT / ACCESSWIRE / October 8, 2015 / Strategic Internet Investments, Incorporated (OTC: SIII) (hereinafter "SIII" or the "Company") is pleased to announce it has entered into a Conditional Sale and Purchase Agreement (the "Agreement") for the purchase of the Skytower Hotel Atayol, with Atayol Otelcilik Isletmecilik Turizm Insaat vd Ticaret A.S., (hereinafter "Atayol"), Najibi Investment Incorporation (hereinafter "Najibi"), G7 Entertainment Incorporated, (hereinafter "G7"), Royaltun General Trading LLC., (hereinafter "Royaltun"), and Soha Investment Inc., (hereinafter "Soha") (jointly hereinafter the "Seller's")
Within the Agreement, Atayol declares that it is the 100% owner of certain Real Estate located in Akcakoca Turkey known as the Skytower Hotel Atayol (the "Property"), and has entered into a Joint Venture Agreement (the "JV Agreement") dated July 22, 2015 among the parties making up the Seller. The JV Agreement provides that shareholders of Najibi, G7, Royaltun and Soha are to provide financial assistance to Atayol in exchange for Atayol transferring 100% of the Property into a newly formed Special Purpose Vehicle (the "SPV") that the Sellers will control by own common shares ownership.
The Agreement contemplates that SIII will purchase up to 100% of the Property, either directly or through a staged purchase of the SPV at the "Purchase Price," which is defined within the Agreement to be the lower of the net appraised value of the Property as determined by a mutually acceptable, fully independent, professional valuator experienced in hotel real estate valuation appraisal within the jurisdiction of the Property location or alternatively, Atayol's estimated value of USD $50,000,000 minus deduction of all associated Property debt.
Under the agreement the parties have agreed that SIII will, upon completion of due diligence and the contemplated property valuation referred to above, finance the Purchase Price through the issuance, of Convertible Debenture Securities of SIII with deemed value equal to the Purchase Price. Each Convertible Debenture to have a deemed value of USD $100,000.00 and is convertible into common share of the Issuer at USD $1.00 per share. The convertible debentures will be issued into the name of the SPV and delivered to a mutually acceptable Escrow Agent which agent will administer the convertible debenture under the terms of the convertible debenture and an escrow agreement to be implemented among the parties.
It is the intent of certain parties within the Seller's group to market the convertible debentures to their business contacts and associates whom are sophisticated and accredited investors, within the Middle East and Turkey and when, and if, the debentures are purchased by these third parties, the debenture will be converted into shares and the proceeds distributed among the shareholders of the SPV and the pro rata share of the Property or the SPV will be transferred to SIII.
The closing of the Agreement is subject to the acceptable completion of due diligence by SIII.
This is a non-arm's length transaction on the basis that Mr. Abbas Salih is an insider of SIII as well as some members of the Sellers.
On behalf of the Company
Abbas Salih,
President and CEO
SOURCE: Strategic Internet Investments, Incorporated
STOCKBULLY
11 years ago
looks like they are getting ready to sell some of those free trading shares that were awarded to "consultants"
There are big red flags waving here and huge targets being slapped on the foreheads of several individuals here... free trading shares issued under an employee stock option plan to a SHELL that has no business, no employees, no assets, no money...but a whole lot of debt.
Now it looks like they have issued more shares to some guy over in the Mid East
Entry into a Material Definitive Agreement, Unregistered Sale
Item 1.01 Entry into two Material Definitive Agreements.
Effective March 15, 2013, the Company retained the services of Mohammed AS. Aljeaidi and Hamid A.S. Aljeaidi under two separate consulting agreements to provide Public Relations and Promotional Services, including institutional and individual investor relations services to increase awareness of the Company’s businesses within the Middle East Gulf Council States and thereby create a potential market for the Company’s securities in the region. The agreements also specifies that the Public Relations services the Consultants will provide includes promotion of the Company’s publicly traded stock for purchase by qualified investors, obtaining write ups about the company and acting as a relations consultant for a twelve month period from the date hereof.
The term of the Contractor's appointment shall commence on March 15, 2013 and continue for a term of 12 months expiring on March 15, 2014.
The Consultants acknowledge the financial constraints of the Company and is willing to accept Restricted Rule 144 Reg. S shares in lieu of cash as full payment of all compensation under the Agreement for amounts owed. The Consultants also acknowledge that as the shares of the Company are restricted for an indeterminate period of time, and as their future value is uncertain, the Company agrees to issue in advance a sufficient number of shares to account for the time, and risk factors associated with receiving payment of restricted common shares for services and agrees to the allotment and issuance, subject to the conditions herein, of 600,000 shares under each agreement to each consultant (1,200,000 total shares) of restricted Rule 144 common stock issued as full payment to each of the Consultants under the Agreement.
For the purposes of each agreement, the consulting services fee shall be deemed to be USD $60,000 ($5,000 per month) for the 12 month term of each agreement for a total of USD $120,000 ($10,000 per month).
Item 3.02 Unregistered Sales of Equity Securities
Pursuant to Item 1.01 listed above, the Company shall issue 600,000 shares of restricted Rule 144 common stock to Mohammed A.S. Aljeaidi (or the Consultants nominee) and 600,000 shares of restricted Rule 144 common stock to Hamid A.S. Aljeaidi for a total of 1,200,000 shares issued as full payment to the Consultants under the Agreements.
like I said befor...gonna see some of these characters in the funny papers before this pump and dump is done!!
Trade smarter, not harder: Unleash your inner pro with our toolkit and live discussions.
Renee
3 years ago
Longer Than Most
3 years ago
stockseekerok
8 years ago
JDoggs_Money
8 years ago
$hellKing
8 years ago
HokieHead
8 years ago
©PROPHETABLE
8 years ago
Hot Features
Premium
