CBX Cellular Goods Plc

RNS Number:8309S
Cubus Lux plc
13 March 2007



                                 CUBUS LUX PLC
                          "Cubus Lux" or "the Company"

                         Option to acquire G&P Limited

               Option to acquire Duboko Plavetnilo Hoteli d.o.o.


On 12 March 2007 Cubus Lux, the Croatian leisure and tourism company, entered
into two option agreements to acquire certain development land known as the
"Olive Island Resort" on the coast of Dalmatia in Croatia.


The Olive Island Resort development land is set in 400,000sqm of land along
1.5km of beach, and is intended to be developed into:-

(a)  a village resort comprising 431 units, namely 126 villas and 305 apartments 
     as well as the accompanying facilities such as restaurants, shops, offices 
     and a marina (the "Villas Development"); and

(b)  a 4 star hotel containing 500 beds  (the "Hotel Development").


Highlights

*    Option to acquire Villas Development for Euro10 million in cash and the issue  
     of 33m ordinary shares in the Company, which may be satisfied at the option 
     of the Company by the issue of ordinary shares credited as fully paid

*    Option to acquire Hotel Development for Euro5 million in ordinary shares of 
     the Company

*    Villas Development and Hotel Development valued at Euro39m and Euro5m 
     respectively*

* Independent valuation of both operations by UK based surveyors Kings Sturge.
  Options subject to a number of conditions including the grant of the necessary
  planning permissions.


Haggai Ravid, Director of Cubus Lux, commented:

"This is an extremely exciting opportunity for Cubus Lux which represents a
significant evolution in our operations. The Olive Island Resort is an idyllic
stretch of land and the resort has already attracted widespread interest. The
Villas and the Hotel are fully synergetic. Pre sales figures have been very
encouraging with units having already been acquired by people across Europe and
in the US. In the event that Cubus Lux decides to exercise the Options, we hope
that these investments will prove to be lucrative for Cubus Lux."


The option agreement in respect of the Villas Development has been entered into
between the Company and the shareholders of G&P Limited, a company registered in
the British Virgin Islands. This option agreement provides that the Company may
exercise an option to acquire the Villas Development within 4 months from the
date of the option agreement. Completion of the acquisition of the Villas
Development is to proceed as soon as reasonably practicable following the
exercise of the option, subject to agreement of the terms of the relevant
acquisition agreement. Upon completion of the acquisition of the Villas
Development, the Company is obliged to pay Euro10 million in cash and to issue 33m
ordinary shares in the Company credited as fully paid.


The option agreement in respect of the Hotel Development has been entered into
between the Company and the shareholders of Duboko Plavetnilo Hoteli doo, a
Croatian company. This option agreement provides that the Company may exercise
an option to acquire the Hotel Development within 4 months from the date of the
option agreement. Completion of the acquisition of the Hotel Development is to
proceed as soon as reasonably practicable following the exercise of the option,
subject to agreement of the terms of the relevant acquisition agreement. Upon
completion of the acquisition of the Hotel Development, the Company is obliged
to pay Euro5 million, which may be satisfied at the option of the Company by the
issue of ordinary shares in the Company at a fixed price of 50 pence per share
(the "Consideration Shares"). The Option Agreement provides a formula for the
issue of warrants over additional ordinary shares exercisable at nominal value
in the event that the market value of the Company's ordinary shares is less than
50 pence per share on both the date of exercise of the option and on the date of
the issue of the Consideration Shares. This warrant formula is intended to
compensate the parties granting the Option in the event that the market value of
the Company's shares is less than 50 pence at the relevant time.


Both option agreements are conditional upon a number of factors, including
completion of due diligence to the Company's satisfaction, the agreement of the
detailed terms of acquisition agreements, and the raising of debt or equity
financing by the Company for at least Euro10 million. In particular, the Company
understands that the parties which have granted the options are in the process
of securing consent from the Croatian government to the develop the relevant
land, and exercise of the options is subject to such consent having been
granted.


In the event that the Company proceeds with the acquisition of the Villas
Development and the Hotel Development, then the transaction is expected to
constitute a reverse takeover for the purposes of the AIM Rules, and will
therefore require the issue of an admission document and shareholder approval.
In addition, the transaction would be considered to be a related party
transaction for the purposes of the AIM Rules, due to the connection between
Gerhard Huber and the counterparties to the option agreements.


The Company understands that the Villas Development and Hotel Development are
due for completion in 2010, subject to obtaining the relevant Croatian planning
permissions. The Company also understands that 87 of the 431 units contained
within the Villas Development have been pre-sold.


In an independent valuation of both operations by UK based surveyors Kings
Sturge, the Villas Development and the Hotel Development are estimated at Euro39m
and Euro5m respectively, subject to a number of conditions including the grant of
the necessary planning permissions.

                                    - ends -


For further information please contact:


Cubus Lux Plc

Haggai Ravid                         +972 (544) 565 682


Corporate Synergy

Oliver Cairns/Romil Patel            020 7448 4400


Threadneedle Communications

Graham Herring/Josh Royston          020 7936 9605


                      This information is provided by RNS
            The company news service from the London Stock Exchange
END

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