Mirland Development Corporation PLC Posting of Circular and Notice of EGM (7120H)

TIDMMLD

RNS Number : 7120H

Mirland Development Corporation PLC

19 August 2016

19 August 2016

Mirland Development Corporation PLC

(the "Company")

Bond Restructuring

Posting of the circular to Shareholders and Notice of EGM

Posting of the circular to Bondholders and Notice of Bondholders Meeting

Further to the announcement by the Company on 11 August 2016 that the proposed Settlement Plan (the "Settlement" or the "Settlement Plan") was approved between the Company and its Bondholders (Series A-F) (the "Bondholders"), the Company announces that it has today posted circulars to Shareholders (the "Shareholder Circular") and Bondholders (the "Bondholder Circular") in connection with the Settlement Plan.

The Settlement Plan

As previously announced, the Settlement Plan is proposed to be entered into by the Company as a result of the downturn in the Russian economy and the significant deterioration of the Rouble against the US$ which has led to the Company experiencing cash flow difficulties and a reduction in its revenues and profits.

Pursuant to the terms of the Settlement Plan, the debt of approximately US$219 million owed to the Bondholders will be converted into the following:

(a) the Equity for Debt Shares to be issued to the Bondholders (the Equity for Debt Shares will upon issue represent approximately 91.7% of the Existing Share Capital); and

(b) a new Bond series with a principal amount of US$45 million to be issued to the Bondholders.

The Company intends to proceed with the Capital Raising, comprising the Subscription and the Open Offer to raise up to US$14.1 million (before expenses) (the "Commitment Amount") of which approximately US$7.3 million have already been injected. The Controlling Shareholders have irrevocably undertaken to the Company to provide the Commitment Amount, thereby ensuring that, if the Capital Raising proceeds, they will subscribe for all new Ordinary Shares offered under the Open Offer (subject to clawback to satisfy valid applications by Shareholders (other than the Controlling Shareholders under the Open Offer).

The Capital Raising will be conditional on Shareholders' approval to, amongst other things, issue the Subscription Shares and the Open Offer Shares and disapply pre-emption rights in relation to the issue of the Subscription Shares. Full details of the Subscription and the Open Offer, including the terms and conditions, will be set out in the Subscription and Open Offer Circular which the Company intends to send to Shareholders following the General Meeting.

In connection with the Settlement, the Company intends to apply for the admission of the Enlarged Share Capital to trading on TASE. As part of the TASE Admission, it is also necessary to seek Shareholder authority to apply for the cancellation of trading on AIM of the Company's issued share capital. The Subscription and Open Offer Circular will include the necessary Shareholder resolution in relation to cancellation of trading on AIM.

Extraordinary General Meeting and meeting of Bondholders

The Shareholder Circular includes a notice convening an Extraordinary General Meeting (the "EGM") to be held at 11.00 a.m. (Cypriot time) on 5 September 2016 at Office 606, 6th floor, Nicolaou Pentadromos Centre, Thessalonikis Street, 3025 Limassol, Cyprus.

The Bondholder Circular includes a notice convening a meeting of Bondholders (the "Bondholder Meeting") to be held at 12 noon (Cypriot time) on 5 September 2016 at Office 606, 6th floor, Nicolaou Pentadromos Centre, Thessalonikis Street, 3025 Limassol, Cyprus on 31 August 2016.

Letters notifying Depositary Interest holders ("DI Holders") of the availability of the Shareholder Circular on the Company's website, together with Forms of Instruction for use in connection with the EGM, have today been posted to DI Holders. The Shareholder Circular is available on the Company's website at www.mirland-development.com.

The purpose of the EGM and the Bondholder Meeting is to approve, if thought fit, inter alia, the Settlement Plan.

The terms of the Settlement are unchanged to those set out in the announcement by the Company of 20 July 2016.

Importance of vote

It is critical that Shareholders vote in favour of the Resolutions so that, assuming the other conditions are satisfied, the Settlement can proceed.

Recommendation

The Independent Directors, being each of Saydam Salaheddin, Elias Eliades, Alexander Regenbogen and Constantinos Pandelides, consider that the Settlement Plan, and each of the Resolutions, are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Independent Directors unanimously recommend Shareholders to vote in favour of each of the Resolutions.

Expected timetable of principal events

 
 Latest time for lodging Forms of Instruction for the General Meeting                      9.00 a.m. on 31 August 2016 
 Latest time for lodging Forms of Proxy for the General Meeting                          9.00 a.m. on 1 September 2016 
 Voting Record Time                                                                      6.00 p.m. on 1 September 2016 
 General Meeting                                                         11.00 a.m. (Cypriot time) on 5 September 2016 
 Expected date for announcement of results of the General Meeting                                     5 September 2016 
 Meeting of Bondholders                                                                               5 September 2016 
 Expected date for announcement of results of the Meeting of                                          5 September 2016 
 Bondholders 
 Expected date of approval of the Settlement Plan by the Cypriot court                               30 September 2016 
 Expected date for admission of the Enlarged Share Capital to trading                                Late October 2016 
 on TASE and commencement 
 of dealings in the Company's shares on TASE 
 Effective date of the Settlement Plan                                                               Late October 2016 
 

Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and/or dates will be notified to Shareholders by announcement through a Regulatory Information Service. References to time in this document are to British Summer Time unless otherwise stated. The timetable above assumes that the Resolutions are passed at the EGM without adjournment.

All terms in this announcement have the meaning given to them in the Shareholder Circular unless otherwise defined herein.

For further information please contact:

 
MirLand Development Corporation 
 plc 
 
 Yevgeny Steklov 
                                        [phone] 
 [e-mail]        785 
FTI Consulting 
 
 Dido Laurimore / Ellie Sweeney/Tom 
 Gough                                [phone] 
 
  Investec Bank plc 
 
  Jeremy Ellis / David Anderson         [phone] 
 

This information is provided by RNS

The company news service from the London Stock Exchange

END

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August 19, 2016 10:28 ET (14:28 GMT)