Rns30 Jan 2012 08:45
XXI Century Investments Public Ltd
30 January 2012
30 January 2012
XXI Century Investments Public Limited
("XXI Century" or the "Company")
Notice of director's acquisition of interest in shares and other agreements
Following completion of the restructuring proposals in relation to the Company announced on 25 January 2011, details of which were also announced on 17 December 2010 and in the Company's circular posted to shareholders on 16 December 2010, Ovaro Holding Limited ("Ovaro") became the largest shareholder in XXI Century. The two principal shareholders in Ovaro (through their respective intermediate companies) were Mr Oleg Salmin (currently CEO and Interim Chairman of XXI Century) and Renaissance Group Holdings Limited ("Renaissance").
The Company has been notified today that Bremille Investments Limited ("Bremille" which is indirectly beneficially owned by Mr Oleg Salmin) has agreed to purchase 2,000 ordinary shares (25 per cent of the issued share capital) in Ovaro Holding Limited ("Ovaro") for approximately US$5.4 million from Acermus Limited, a company indirectly beneficially owned by Renaissance (the "Transaction"). Completion of the Transaction is expected to take place on or around 3 February 2012. Following completion of the Transaction, Bremille will hold the entire issued share capital of Ovaro.
Ovaro currently holds 268,395,302 ordinary shares (approximately 60.1 per cent of the issued share capital) in XXI Century. As a result of the Transaction Mr Salmin will control approximately 60.1 per cent of the issued share capital of the Company through Ovaro. Ovaro's overall shareholding in XXI Century remains unchanged.
Deeds of Amendment
The Company also announces that it has entered into deeds of amendment (the "Deeds of Amendment") in relation to two agreements previously entered into with Dorvell Investments Limited, an entity in receipt of debt financing from Renaissance ("Dorvell") on 6 December 2010 and Renaissance Capital Financial Consultant Limited, an affiliate of Renaissance ("Renaissance FC") on 3 February 2009 respectively.
As at 31 December 2011, under the two agreements, the Company had outstanding liabilities totalling approximately US$3.2 million (US$1.96 million owed to Dorvell and US$1.23 million owed to Renaissance FC). These amounts represent the principal amount of debt and interest accrued under those agreements at that date. Under the terms of the Deeds of Amendment, Dorvell and Renaissance FC each agree to waive their rights to the amounts owed to them by the Company under the respective agreements, if the directors of the Company decide (subject to shareholder approval) to issue new shares to Dorvell and Renaissance FC respectively (or in each case to an affiliate of Renaissance) in satisfaction of the amou
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