IRF.L Regulatory News (IRF)

28 Mar 2007 16:50

IRF European Fin Investments Ltd 28 March 2007 IRF European Finance Investments Ltd 28 March 2007 IRF European Finance Investments Ltd. Announces Public Program for Early Exercise of Warrants for Common Shares IRF European Finance Investments Ltd. (the "Company" or "IRF") announced todaythat the Company is offering (the "Offer") the holders of all 43,452,006outstanding, publicly traded warrants ("Warrants") the opportunity, for alimited time, to receive Common Shares on the terms set out below. The Company is modifying the terms of the Warrants to temporarily: (i) increasethe number of Common Shares to be received upon an exercise of a Warrant from 1Common Share to 1.2 Common Shares on payment of $5.00 and (2) permit theexercise of a Warrant such that the holder will receive 1 Common Share for every8.75 Warrants exchanged. Warrant holders may use one or both methods ofexercising Warrant for Common Shares. The Offer will commence as of today and will continue for twenty business days,expiring on Thursday, 26 April 2007 at 5:00 pm London time (subject to extensionat the Company's sole discretion). Upon termination of the Offer, the Warrantswill be exercisable in accordance with the terms as existed prior to thecommencement of this Offer and the Warrants will expire not later than 14November 2009. "The purpose of the program is to simplify the Company's capital structure whilesimultaneously raising additional capital to take advantage of strategic marketopportunities, otherwise outside of the Company's resources, and to repay debtincurred in connection with certain purchases" said Angeliki Frangou, Chairmanof IRF. "This program is materially identical to the private program closed on23 March 2007, which raised approximately $237.7 million of gross proceeds andin which I participated personally to a significant extent. We believe that wehave devised a program that is attractive to our Warrant holders and hope thatthe program results in a substantial number of Warrants being exercised". The terms and conditions of the Offer are set forth in the documentationdistributed today to holders of the Company's Warrants. One of the conditions toclosing will be that at least 50% of the 43,452,006 outstanding warrants areexercised or exchanged pursuant to this Offer. Any questions or requests for assistance or additional copies of the Offerdocumentation or other information relating to this Offer should be directed toMorrow & Co., Inc., the Company's Information Agent, which can be reached asfollows: Email: irfinfo@morrowco.com London: 1 Queen Anne's Gate, London SW1H 9BT +44 (207) 222-4645 US: 470 West Avenue, Stamford CT 06902 +1 (203) 658-9400 S. Goldman Advisors LLC, an entity affiliated with Sheldon Goldman, a directorof the Company', will act as dealer manager in the Offer and will receive a feeof up to 5% of the gross proceeds raised or value of the shares issued on acashless exchange. IRF's directors (excluding Mr. Goldman) having consultedwith IRF's Nominated Adviser, Collins Stewart, determined that these terms,insofar as its shareholders are concerned, are fair and reasonable. The foregoing reference to the Offer and any other related transactions shallnot constitute an offer to buy or exchange securities or constitute thesolicitation of an offer to sell or exchange any securities in IRF or any of itssubsidiaries. Neither the Common Shares nor the Warrants referred to hereinhave been or will be registered under the U.S. Securities Act of 1933, asamended, and, subject to certain exemptions, neither may be offered or sold inthe United States. About IRF IRF was formed to invest in the financial services industry throughout Europewith a primary focus on credit institutions and insurance companies in SouthEastern Europe. IRF's current strategy is the acquisition of financialinstitutions having valuations which do not reflect their potential and wheremarketing and operational efficiencies are possible. IRF owns a 20.16% interestin Proton Bank S.A.("Proton") and a 5.36% interest in Marfin Popular Bank("MPB"). Proton is a full service financial services institution, including retail andinvestment banking as well the provision of specialized corporate advisory andinvestment services. Proton is listed on the Athens Shares Exchange under thesymbol 'PRO'. For more information about Proton, please see www.proton.gr. MPBis full-services financial institution that was created through the recentmerger of Marfin Financial Group, Laiki Hellas and Egnatia Bank. As a result,MPB is a regional financial institution with 312 branches in 12 countries. MPBis listed on the Athens Shares Exchange under the symbol 'MARFB'. For moreinformation about MPB, please see www.laiki.com. This information is provided by RNS The company news service from the London Stock Exchange