Mirland Development Corporation PLC Statement re: Restructuring Update (9807V)
April 21 2016 - 10:50AM
UK Regulatory
TIDMMLD
RNS Number : 9807V
Mirland Development Corporation PLC
21 April 2016
21 April 2016
MirLand Development Corporation plc
("MirLand" or the "Company")
Statement re: Restructuring Update
The Company announced on 13 April 2016 (the "Previous
Announcement"), inter alia, that it had previously received US$4m
funding from Jerusalem Economic Ltd., Industrial Building
Corporation Ltd. and Darban Investments Ltd. (the "Majority
Shareholders"), who together hold approximately 85.9% of the
Company's issued share capital.
These funds have been applied as general working capital while
the Company finalises the proposed restructuring on terms to be
agreed with its bondholders as set out in the Previous Announcement
(the "Proposed Restructuring") and form part of the US$6m
commitment made as part of the original proposed bond restructuring
plan as announced by the Company on 7 July 2015 and further
detailed in the announcement of 17 December 2015.
The principles of the Proposed Restructuring as set out in the
Previous Announcement are as follows:
(a) approximately USD$180m of the debt owed to the bondholders
will be converted into equity in the Company, leaving approximately
US$45m of outstanding bonds (the "Remaining Debt");
(b) the Majority Shareholders will be asked to commit to
providing funding of US$25m in aggregate (including US$4m which has
previously been provided to the Company) in return for
approximately a 40% interest in the Company's equity. Of this
US$25m, US$5m is to be paid to the bondholders (excluding the
Majority Shareholders and members of the Fishman family) pro rata
to their holdings of bonds in the Company;
(c) the bondholders will have approximately a 60% interest in the Company's equity; and
(d) the Remaining Debt will remain unsecured and will be
restructured on the following basis: (1) repayment of the Remaining
Debt will commence in 2021 with three equal annual instalments, (2)
the Remaining Debt will bear an annual interest of 1% which will
start to be paid in December 2017, (3) the Company will have the
right to repay the Remaining Debt at any time and at its sole
discretion without incurring any fees or penalty, (4) there will be
no limitation or restriction on the Company raising any additional
secured debt and (5) events of default will only be in accordance
with Israeli securities law.
The Company has now received a further US$2m funding from the
Majority Shareholders, the final instalment of this US$6m
commitment, as additional working capital. These funding amounts
together represent an advance on the planned equity funding
commitments of the Majority Shareholders to the bondholders to
support the Proposed Restructuring, in line with previous
announcements. This advance is unsecured and does not bear any
interest. In the event the Proposed Restructuring does not proceed,
the advance will become interest bearing at a rate to be agreed
between the Company and the Majority Shareholders.
The remaining US$2m funding, when aggregated with the previous
US$4m funding, represents a related party transaction pursuant to
the AIM Rules for Companies ("Related Party Transaction"). The
Company's directors (excluding Eliezer Fishman and Eyal Fishman,
given their interests in the Majority Shareholders) consider,
having consulted with its Nominated Adviser, Investec Bank plc,
that the terms of the Related Party Transaction are fair and
reasonable insofar as its shareholders are concerned.
MirLand Development Corporation +7 495 787 49
plc 62
Roman Rozental +7 499 130 31
roman@mirland-development.com 09
FTI Consulting
Dido Laurimore / Tom Gough
/ Ellie Sweeney +44 20 7327 1000
Investec Bank plc
Jeremy Ellis / David Anderson +44 20 7597 4000
This information is provided by RNS
The company news service from the London Stock Exchange
END
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