11 Dec 2008 16:31
Cubus Lux plc ("Cubus Lux" or the "Company") Alteration to Loan Notes
Cubus Lux, the Croatia-focused leisure resort operator and developer, announces that it has agreed to change the terms of the loan notes issued in consideration for the acquisition of the Olive Island Resort companies as set out herein.
In February 2008, Cubus Lux acquired companies which own the Olive Island Resort development project in consideration for which they issued ¢â€š¬13 million of loan notes (the "Loan Notes") and ¢â€š¬14.45 million of ordinary shares in the Company to the vendors (who included three directors of Cubus Lux: Gerhard Huber, Christian Kaiser and Michael Janssen). Details of this transaction were set out in an admission document published on 15 January 2008.
Under the documentation constituting the Loan Notes, the holders of the Loan Notes had, during a 10 business day period commencing on 22 November 2008, the right to require the Company to redeem the Loan Notes by giving three months notice, at 103 per cent. of the par value.
The acquisition agreement by which the Olive Island companies were acquired included a condition subsequent whereby until good title to, or a constituted construction right over, the Olive Island land is granted, then the acquisition can be required to be unwound.
Although good progress is being made by Cubus Lux towards acquiring full title and construction rights over the land, this has not yet been legally granted. Therefore, had the Loan Note holders required the Company to redeem the Loan Notes, the Company would have had no choice but to unwind the acquisition agreement. The Board and Loan Note holders agreed that this was in the interest of neither the Company nor the Loan Note holders. Accordingly the Company and the Loan Note holders have agreed that in consideration for the Loan Note holders not issuing a notice requiring the redemption of the Loan Notes, the Company would permit the Loan Note holders to require redemption on 31 December 2009, by giving three months' notice.
Since three of the Loan Note holders (Gerhard Huber, Christian Kaiser and Michael Janssen) are directors of Cubus Lux, this extension constitutes a related party transaction as defined in the AIM Rules for Companies. Where a company whose shares are quoted on AIM enters into such a transaction, the requirement is for those directors of the company who are independent of the transaction to consider, after consultation with the company's nominated adviser, whether the terms of the transaction are fair and reasonable insofar as the company's shareholders are concerned.
The independent directors (being all of the directors with the exception of Gerhard Huber, Christian Kaiser and Michael Janssen), having consulted with Dowgate Capital Advisers Limited, consider that the changes to the terms of the Loan Notes are fair and reasonable insofar as the shareholders of the Company are concerned.
For further information please see www.cubuslux.com or contact:
Steve McCannCubus Lux plc+385 (0)99 214 9636Simon Sacerdoti/Liam Murray, Nominated AdviserDowgate Capital Advisers Limited+44 (0)20 7492 4777Claire Louise Noyce/Stephen Austin, BrokerHybridan LLP+44 (0)20 3159 5085Pam SpoonerCity Road Communications+44 (0) 20 7248 8010+44 (0)7858 477 747
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