25 Feb 2008 07:00
Cubus Lux plc ("Cubus Lux" or the "Company") Further re acquisition
Further to the announcements of 15 January 2008 and 7 February 2008, the Company today announces that all conditions contained in the acquisition agreements in respect of Duboko Plavetnilo - Ugljan Projektant doo ("DPUP") and Duboko Plavetnilo Hoteli doo ("DPH") (together the "Olive Island Companies") have been satisfied, and accordingly, the acquisitions were completed on 22 February 2008.
The Company is also pleased to announce that all planning consents required to build the Olive Island resort have now been granted, and the legal transfer of the land to DPUP should now be able to proceed. On 14 February 2008, the Ugljan local authority was granted environmental consent (known in Croatia as the SUO), and on 22 February 2008, it received the required authorisations from the Republic of Croatia Ministry of Environmental Protection, Physical Planning and Construction (known in Croatia as the DPU and the UPU). The process that remains to be concluded is for the land with all its consents to be transferred to the Ugljan local authority who will then complete the contract to sell the land to DPUP.
Pursuant to completion of the acquisitions, the following consideration, as further described in the admission document of the Company dated 15 January 2008 (the "Admission Document", which is available at the Company's website, www.cubuslux.com), has been issued:
* 43,933,989 new ordinary shares of 1p, credited as fully paid (the "Consideration Shares"). Application has been made for admission of the Consideration Shares to AIM, and this is expected to occur on or around 28 February 2008. Following admission, the Consideration Shares will rank pari passu with the existing ordinary shares. * ¢â€š¬13,000,000 secured convertible loan notes (the "Loan Notes"). * Warrants over a maximum of 11,133,780 ordinary shares (the "Warrants"), pursuant to the DPH Acquisition, as defined in the Admission Document, and on the basis that the highest Average Closing Price between 24 December 2007 and the completion date was 19.35p (on 29 January 2008). Gerhard Huber, Christian Kaiser and Michael Janssen, directors of the Company,have received Consideration Shares and Loan Notes. These directors have notreceived any Warrants. Following the issue of the Consideration Shares, theinterests of the directors in the issued and potential share capital of theCompany are as follows: Number of Percentage of Loan Notes Options ordinary ordinary shares share capital ¢â€š¬ in issue Gerhard Huber 19,305,837 13.21% 2,148,066 2,000,000 Christian Kaiser 10,627,269 7.27% 488,141 1,000,000 Michael Janssen 4,606,880 3.15% 513,897 1,000,000 Haggai Ravid 994,313 0.68% - 1,000,000 Leon Nahon 589,665 0.40% - 1,000,000 Steve McCann 300,000 0.21% - 1,300,000 Eli Abramovich 240,000 0.16% - 1,000,000
In addition to the above, and following the issue of the consideration shares, the Company is aware of the following holders of 3 per cent. or more of the issued share capital (excluding the directors):
Number of ordinary Percentage of shares ordinary share capital in issue Milan Kotur 12,977,540 8.88% Allveritas Inversiones SL 10,814,286 7.40% Kling GmbH 9,000,000 6.16% Hans Steinbichler 4,685,995 3.21% Xavier Azalbert 4,544,671 3.11% Stefan Roever 4,483,671 3.07%
Following the issue of the Consideration Shares, there will be 146,143,655 ordinary shares in issue.
Gerhard Huber, Chairman of Cubus Lux, commented:
"The acquisition of the Olive Island Companies represents a significant step in the transition from a gaming company to a comprehensive leisure and tourism business in Croatia. In addition to the acquisitions, we are delighted that the planning consents have been granted, which are among the last key steps towards breaking ground on the Olive Island Resort construction.
The considerable growth in the Croatian tourism market leads us to believe that the Company is entering an exciting time in its development and the management views the future with optimism."
For further information see www.cubuslux.com or contact:
Cubus Lux plc +44 (0)7900 683 683
Gerhard Huber, Chairman
City Financial Associates Limited +44 (0)20 7492 4777Nominated Adviser
Liam Murray/Simon Sacerdoti
Lewis Charles Securities Limited, Broker +44 (0)20 7456 9100
Kealan Doyle
Threadneedle Communications, Financial PR +44 (0)20 7936 9605
Graham Herring/Alex White
CUBUS LUX PLC