IRF.L Regulatory News (IRF)

23 Mar 2007 17:05

IRF European Fin Investments Ltd 23 March 2007 IRF European Finance Investments Ltd IRF European Finance Investments Ltd. Announces $237.7 million raised in aprivate program for the exercise of warrants 23 March 2007 IRF European Finance Investments Ltd. (the "Company" or "IRF") announced todaythe results of a private program offered to certain qualified investors("Holders") for the early exercise of the Company's outstanding publicly tradedwarrants ("Warrants"). Angeliki Frangou, Chairman of IRF stated "the purpose of the program was tosimplify the Company's capital structure while simultaneously raising additionalcapital to take advantage of strategic market opportunities, otherwise outsideof the Company's resources. We expect to announce a public program, identicalin all material respects, shortly to our remaining warrant holders". Private Program Under the private program, IRF effectively modified the terms of its Warrants totemporarily: (1) increase the number of common shares of the Company ("CommonShares") received upon exercise of a Warrant from one Common Share to 1.20Common Shares on payment of $5.00; and (2) permit the exercise of a Warrant suchthat the Holder received one Common Share in exchange for every 8.75 Warrantssurrendered. Warrant holders were able to use one or both methods to converttheir Warrants into Common Shares. Results of Private Program "I am pleased with the reduction in the number of Warrants outstanding, fromapproximately 161% of our shares outstanding to approximately 38% of our sharesoutstanding. I am also pleased with the cash proceeds from the program - 98.6%of the Warrants participating in the program were exercised on a cash basis",said Angeliki Frangou. Of the 48,214,674 Warrants (representing 52.6% of the Warrants outstanding)which participated in the private program, 47,548,029 Warrants were exercised bypayment of the $5.00 exercise price and 666,645 Warrants were exchanged forCommon Shares. As a result: - 237,740,145 of gross cash proceeds were raised. Fees and expensesincurred in connection with this private program are expected to amount toapproximately one per cent. of the gross cash proceeds - 57,133,822 new Common Shares were issued Following the issuance of these Common Shares relating to these Warrantspursuant to the private program, IRF has 113,995,497 Common Shares and43,452,006 Warrants outstanding. These Warrants will expire on the earlier ofredemption or on 14 November 2009, unless accelerated pursuant to the terms ofthe Warrants. Certain Aim Notifications Application has been made to AIM for all the Common Shares issued in connectionwith the private program to be admitted to trading on AIM. Pursuant to the private program, the participation by certain holders ofWarrants represents a related party transaction under the AIM Rules forCompanies. Ms. Angeliki Frangou, Zebra Holding Company and Morstan NomineesLimited: (i) directly or indirectly exercised 16,881,340 Warrants, 6,666,668Warrants and 24,000,000 Warrants, respectively, (ii) paid $84,406,700,$33,333,340 and $120,000,000, respectively and (iii) received 20,257,608 CommonShares, 8,000,001 Common Shares and 28,800,000 Common Shares, respectively.Following completion of this program, ownership by each of the foregoing partiesis 20.70%, 9.94% and 35.79%. Pursuant to Rule 13 of the AIM Rules for Companies, IRF's Directors (excludingMs. Frangou) having consulted with IRF's Nominated Adviser, Collins Stewart,determined that the terms of the private program, insofar as its shareholdersare concerned, are fair and reasonable. This news release is merely a notification and is neither an offer to sell nor asolicitation of an offer to buy any securities. The private program was effectedonly by means of an offer letter and related documents distributed to certainHolders. 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 and a 1.6% interest in Marfin Popular Bank. About Proton Bank Proton Bank is a full-service financial services institution, including retailand investment banking as well as the provision of specialized corporateadvisory and investment services. Proton Bank is listed on the Athens StockExchange under the symbol "PRO". This information is provided by RNS The company news service from the London Stock Exchange