Further re Acquisition
February 25 2008 - 2:00AM
UK Regulatory
Cubus Lux plc
("Cubus Lux" or the "Company")
Further re acquisition
Further to the announcements of 15 January 2008 and 7 February 2008, the
Company today announces that all conditions contained in the acquisition
agreements in respect of Duboko Plavetnilo - Ugljan Projektant doo ("DPUP") and
Duboko Plavetnilo Hoteli doo ("DPH") (together the "Olive Island Companies")
have been satisfied, and accordingly, the acquisitions were completed on 22
February 2008.
The Company is also pleased to announce that all planning consents required to
build the Olive Island resort have now been granted, and the legal transfer of
the land to DPUP should now be able to proceed. On 14 February 2008, the
Ugljan local authority was granted environmental consent (known in Croatia as
the SUO), and on 22 February 2008, it received the required authorisations from
the Republic of Croatia Ministry of Environmental Protection, Physical Planning
and Construction (known in Croatia as the DPU and the UPU). The process that
remains to be concluded is for the land with all its consents to be transferred
to the Ugljan local authority who will then complete the contract to sell the
land to DPUP.
Pursuant to completion of the acquisitions, the following consideration, as
further described in the admission document of the Company dated 15 January
2008 (the "Admission Document", which is available at the Company's website,
www.cubuslux.com), has been issued:
* 43,933,989 new ordinary shares of 1p, credited as fully paid (the
"Consideration Shares"). Application has been made for admission of the
Consideration Shares to AIM, and this is expected to occur on or around 28
February 2008. Following admission, the Consideration Shares will rank pari
passu with the existing ordinary shares.
* Euro13,000,000 secured convertible loan notes (the "Loan Notes").
* Warrants over a maximum of 11,133,780 ordinary shares (the "Warrants"),
pursuant to the DPH Acquisition, as defined in the Admission Document, and
on the basis that the highest Average Closing Price between 24 December
2007 and the completion date was 19.35p (on 29 January 2008).
Gerhard Huber, Christian Kaiser and Michael Janssen, directors of the Company,
have received Consideration Shares and Loan Notes. These directors have not
received any Warrants. Following the issue of the Consideration Shares, the
interests of the directors in the issued and potential share capital of the
Company are as follows:
Number of Percentage of Loan Notes Options
ordinary ordinary
shares share capital Euro
in issue
Gerhard Huber 19,305,837 13.21% 2,148,066 2,000,000
Christian Kaiser 10,627,269 7.27% 488,141 1,000,000
Michael Janssen 4,606,880 3.15% 513,897 1,000,000
Haggai Ravid 994,313 0.68% - 1,000,000
Leon Nahon 589,665 0.40% - 1,000,000
Steve McCann 300,000 0.21% - 1,300,000
Eli Abramovich 240,000 0.16% - 1,000,000
In addition to the above, and following the issue of the consideration shares,
the Company is aware of the following holders of 3 per cent. or more of the
issued share capital (excluding the directors):
Number of ordinary Percentage of
shares ordinary share
capital in issue
Milan Kotur 12,977,540 8.88%
Allveritas Inversiones SL 10,814,286 7.40%
Kling GmbH 9,000,000 6.16%
Hans Steinbichler 4,685,995 3.21%
Xavier Azalbert 4,544,671 3.11%
Stefan Roever 4,483,671 3.07%
Following the issue of the Consideration Shares, there will be 146,143,655
ordinary shares in issue.
Gerhard Huber, Chairman of Cubus Lux, commented:
"The acquisition of the Olive Island Companies represents a significant step in
the transition from a gaming company to a comprehensive leisure and tourism
business in Croatia. In addition to the acquisitions, we are delighted that the
planning consents have been granted, which are among the last key steps towards
breaking ground on the Olive Island Resort construction.
The considerable growth in the Croatian tourism market leads us to believe that
the Company is entering an exciting time in its development and the management
views the future with optimism."
For further information see www.cubuslux.com or contact:
Cubus Lux plc +44 (0)7900 683 683
Gerhard Huber, Chairman
City Financial Associates Limited +44 (0)20 7492 4777
Nominated Adviser
Liam Murray/Simon Sacerdoti
Lewis Charles Securities Limited, Broker +44 (0)20 7456 9100
Kealan Doyle
Threadneedle Communications, Financial PR +44 (0)20 7936 9605
Graham Herring/Alex White
END
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