Issue of Equity
March 13 2009 - 3:00AM
UK Regulatory
TIDMCBX
Cubus Lux plc
("Cubus Lux" or the "Company")
Issue of Equity
Cubus Lux, the Croatia-focused leisure resort operator and developer, announces
that it has agreed to issue 3,211,756 ordinary shares of 10p each in the
capital of the Company ("Shares") at a price of 40p each. Application has been
made for admission of these Shares to AIM, and this is expected to become
effective on 18 March 2009. The net proceeds of the issue of equity will be
applied towards reducing certain bank borrowings of the Company associated with
the marina in Sutomiscica (with a commensurate interest charge reduction) and
for general working capital purposes.
Of these Shares, 1,188,878 these Shares are to be issued to Dodge Private
Equity Limited, a company in which Gerhard Huber (the Chairman of Cubus Lux) is
interested, and a further 1,188,878 are to be issued to Phoenix Holdings
Limited, a company in which Christian Kaiser (a director of Cubus Lux) is
interested.
Accordingly, the issue of these 2,377,756 Shares constitutes a related party
transaction (the "Related Party Placing") as defined in the AIM Rules for
Companies. Where a company whose shares are quoted on AIM enters into such a
transaction, the requirement is for those directors of the company who are
independent of the transaction to consider, after consultation with the
company's nominated adviser, whether the terms of the transaction are fair and
reasonable insofar as the company's shareholders are concerned.
The independent directors (being all of the directors with the exception of
Gerhard Huber and Christian Kaiser), having consulted with Dowgate Capital
Advisers Limited, consider that the terms of the Related Party Placing are fair
and reasonable insofar as the shareholders of the Company are concerned.
Following this issue of shares, the shareholdings of the directors are as
follows:
Number of Percentage of Options
ordinary ordinary share
shares capital in
issue
Gerhard Huber 3,130,861 17.51% 200,000
Christian Kaiser 2,251,604 12.60% 100,000
Michael Janssen 460,688 2.58% 100,000
Leon Nahon 61,466 0.34% 100,000
Steve McCann 30,000 0.17% 130,000
Eli Abramovich 24,000 0.13% 100,000
Francisco Alvarez - -% -
Following this issue of shares, the shareholdings of significant shareholders
(ie holders of more than 3 per cent.) are as follows:
Number of Percentage of
ordinary ordinary share
shares capital in
issue
Milan Kotur 1,297,754 7.26%
Allveritas Inverciones SA 1,081,428 6.05%
Kling GmbH 1,140,000 6.38%
Xavier Azalbert 574,467 3.21%
Following this issue of shares, and in conformity with the Financial Services
Authority's Disclosure and Transparency Rules, Cubus Lux gives notice that its
voting capital consists of:
Ordinary Shares Nominal Value Ordinary Shares
held in Treasury
17,876,122 10p GBP1,787,612.20 -
As Cubus Lux does not hold any ordinary shares in Treasury, its total number of
voting rights equals its capital.
The above figure may be used by shareholders as the denominator for the
calculations by which they will determine if they are required to notify their
interest in, or a change to their interest in, Cubus Lux under the FSA's
Disclosure and Transparency Rules.
For further information please see www.cubuslux.com or contact:
Steve McCann
Cubus Lux plc
+385 (0)99 214 9636
Simon Sacerdoti/Liam Murray, Nominated Adviser
Dowgate Capital Advisers Limited
+44 (0)20 7492 4777
Claire Louise Noyce/Stephen Austin, Broker
Hybridan LLP
+44 (0)20 3159 5085
Pam Spooner
City Road Communications
+44 (0) 20 7248 8010
+44 (0)7858 477 747
END
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