IRF.L Regulatory News (IRF)

14 Nov 2005 08:00

IRF European Fin Investments Ltd 14 November 2005 Not for release, publication or distribution in, or into, the United States,Canada, Australia, Japan, the Republic of Ireland or South Africa Press Release 14 November 2005 IRF European Finance Investments Ltd. ("IRF" or "the Company") IRF Joins AIM IRF European Finance Investments Ltd., a special purpose acquisition company ("SPAC") planning to invest in the financial services industry in Europe, todayannounces the commencement of dealings of its common shares and warrants on theAIM Market ("AIM") of the London Stock Exchange. Collins Stewart is acting asboth Nominated Adviser and Broker to the Company in the UK. Sunrise SecuritiesCorp acted in the US as the Lead Placement Agent. The stock market EPIC for thecommon shares and warrants are IRF.L and IRFW.L respectively. Placing StatisticsPrice of a Unit US$6.00Total number of Units placed 45,833,340Number of common shares placed 45,833,340Number of warrants placed 91,666,680Percentage of enlarged share capital placed 80%Directors' percentage interest following Admission 31.64%Estimated gross proceeds of the Placing US$275,000,040Estimated net proceeds US$252,083,370 The original placing of US$252 million attracted high levels of institutionalinterest resulting in it being oversubscribed, and the end gross proceeds forthe Placing was US$275,000,040. Angeliki Frangou, Chairman of IRF, said: "We are delighted that the listing ofthe Company has been completed successfully. We witnessed strong institutionaldemand on both sides of the Atlantic for IRF and we now look forward to workingwith our new shareholder base going forward." Information on IRF Current trading and prospects The Company has not carried on any trading business prior to the date of thisannouncement. Admission, Settlement and Dealings Application has been made to the London Stock Exchange for all of the issuedcommon shares and warrants (including those to be issued pursuant to theplacing) to be admitted to trading on AIM and to be quoted in US dollars. It isexpected that Admission will become effective and that dealings will commenceseparately in the common shares and warrants today. Although the Company hasplaced the common shares and warrants in the form of Units, one Unit being onecommon share and two warrants, this is for the purposes of the Placing only.Units will not be traded on AIM. Please note that due to U.S. securities laws, the Company's common shares andwarrants will trade only in certificated form during the ''distributioncompliance period'' of at least 40 days described under ''TransferRestrictions'' in the Admission Document, and will thereafter only be eligiblefor settlement through CREST upon delivery of the certificated securitycertificate to the Principal Registrar, Branch Registrar or UK Transfer Agent(as applicable) together with (i) certification that the holder is transferringthe common shares or warrants in compliance with the provisions of Regulation Son the basis set forth in such certificate; and (ii) any other certification,legal opinions and/or evidence that we may request. Otherwise, the common sharesand warrants will not be eligible for settlement electronically for anindefinite period of time. Further details are set out in the AdmissionDocument. Investing Strategy It is the Company's intention to invest in the financial services industry inEurope but with a primary focus on credit institutions and insurance companiesin Greece, Bulgaria, Romania and Turkey. The Company expects to be an active investor and will seek, to the extentpermitted by all applicable laws, to control the entities in which it invests.No business combination shall be consummated unless such business combinationhas a transaction value of at least US$75,000,000. The Directors believe that the pan-European financial markets are currentlyundergoing an integration process, driven by market forces, in which separatenational financial markets gradually enter into competition with each other. TheDirectors believe that this process should eventually lead to one unifiedfinancial market, characterised by converging prices and efficiency amongfinancial services providers. The convergence is an ongoing process. The Directors believe that financialservices institutions in Southern Europe, particularly Greece, Bulgaria, Romaniaand Turkey, will significantly profit from this convergence process and undergoconsiderable growth, albeit on different timetables. While Greece is stillunderperforming in most comparable metrics regarding financial intermediation ascompared to the average of the European Union, Greece's political and legalintegration with the European markets is far more advanced than other South EastEuropean countries, such as Bulgaria, Romania and Turkey, and the effects of theprogressive convergence and financial development is more advanced than in theseother countries. The Directors believe that improvement in the political and economical stabilityin the region and the ongoing structural reforms should contribute to economicgrowth and should reinforce demand for financial services. For the above reasons, the Directors believe that the financial servicesindustry is a favourable industry in which to seek a merger or acquisition andan attractive operating environment for a target business. Management Directors and Executive Officers The Company's current directors and executive officers include: Angeliki Frangou (Chairman and Director (aged 40)) has been a Director since 15September 2005 and the Chairman of the Board since 20 September 2005. SinceAugust 2005, Ms. Frangou has been Chairman and Chief Executive Officer of NaviosMaritime Holdings, Inc., a global shipping company, the successor company ofInternational Shipping Enterprises Inc., where she was Chairman, President andChief Executive Officer since its incorporation in 2004. Ms. Frangou was chiefexecutive officer of Maritime Enterprises Management S.A., from October 2001 to2004. From 1990 to October 2001, Ms. Frangou was the chief executive officer ofFranser Shipping S.A. Prior to her employment with Franser Shipping, Ms. Frangouwas an analyst on the trading floor of Republic National Bank of New York from1987 to 1989. Ms. Frangou was a member of the board of directors of EmporikiBank of Greece, the second largest retail bank in Greece, from April 2004 toAugust 2005. Georgios Kintis (Chief Executive Officer and Director (aged 38)) has been adirector of the Board since 15 September 2005 and chief executive officer since20 September 2005. Mr. Kintis has been the chief executive officer of NewEconomy Development Fund (TANEO) S.A., a Euro 150 million fund-of-funds, locatedin Athens, sponsored by the Greek government in order to jump start the venturecapital industry in Greece. Mr. Kintis is currently chairman of the GreekVenture Capital Association. From 1999 to 2001, Mr. Kintis was the vice chairmanof NBG Venture Capital Athens, a company that was located in Athens, Greecewhere he co-headed the venture capital operation of the National Bank of Greecesince its inception. From 1998 to 1999, Mr. Kintis was vice president of NBGInternational Ltd., a company that was located in London, where he managednumerous corporate finance transactions. From 1997 to 1998, Mr. Kintis served asadviser to the governor of the National Bank of Greece. Nicos Koulis (Deputy Chief Executive Officer (aged 48)) has been deputy chiefexecutive officer since 20 September 2005. Since 2001, Mr. Koulis has been thepresident of Koulis & Associates, a company founded by Mr. Koulis, providingfinancial and strategic advise to clients on mergers, acquisitions andrestructuring matters in the U.S., Europe and Japan. Between 1992 and 2001, Mr.Koulis was senior member of Bear Stearns' Financial Institutions Group (seniormanaging director since 1998) where he advised clients on mergers, acquisitions,restructurings and capital raising matters. Between 1987 and 1991, Mr. Kouliswas a senior associate and then vice president of The First Boston Corporation'sM&A Group. Between 1984 and 1987, Mr. Koulis was an associate with McKinsey &Company's Financial Institutions Group based in New York. THIS IS NOT AN OFFER OF SECURITIES FOR SALE IN THE UNITED STATES. SECURITIESMAY NOT BE OFFERED OR SOLD IN THE UNITED STATES UNLESS THEY ARE REGISTERED OREXEMPT FROM REGISTRATION. ANY PUBLIC OFFERING OF SECURITIES IN THE UNITEDSTATES WILL BE MADE BY MEANS OF A PROSPECTUS THAT MAY BE OBTAINED FROM IRF ANDTHAT WILL CONTAIN DETAILED INFORMATION ABOUT IRF AND MANAGEMENT AS WELL ASFINANCIAL STATEMENTS. - Ends - For further information:IRF European Finance Investments LtdAngeliki Frangou, Chairman Tel: +44 (0) 20 7398 7700 Collins Stewart LimitedSeema Paterson / Kripa Radhakrishnan / Stewart Wallace Tel: +44 (0) 20 7523 8350 www.cstplc.com Sunrise Securities Corp.Sheldon Goldman, Managing Director Tel: +1 212 421 1616sheldon.goldman@sunrisecorp.com www.sunrisecorp.com Media enquiries:AbchurchHenry Harrison-Topham Tel: +44 (0) 20 7398 7700henry.ht@abchurch-group.com www.abchurch-group.com Collins Stewart Limited, which is regulated by the Financial Services Authority,is acting as Nominated Adviser and Broker exclusively for the Company inconnection with the arrangements described in this announcement, is not actingfor any other person and will not be responsible to any other person forproviding the protections afforded to customers of Collins Stewart Limited, orfor advising any other person in connection with the arrangements described inthis announcement. The responsibilities of Collins Stewart Limited, as NominatedAdviser, are owed solely to the London Stock Exchange. This information is provided by RNS The company news service from the London Stock Exchange