IRF Irf European Finance Investments Ltd

RNS Number:6243T
IRF European Fin Investments Ltd 
23 March 2007

IRF European Finance Investments Ltd



IRF European Finance Investments Ltd.  Announces $237.7 million raised in a
private program for the exercise of warrants



23 March 2007



IRF European Finance Investments Ltd. (the "Company" or "IRF") announced today
the results of a private program offered to certain qualified investors
("Holders") for the early exercise of the Company's outstanding publicly traded
warrants ("Warrants").



Angeliki Frangou, Chairman of IRF stated "the purpose of the program was to
simplify the Company's capital structure while simultaneously raising additional
capital to take advantage of strategic market opportunities, otherwise outside
of the Company's resources.  We expect to announce a public program, identical
in all material respects, shortly to our remaining warrant holders".



Private Program



Under the private program, IRF effectively modified the terms of its Warrants to
temporarily: (1) increase the number of common shares of the Company ("Common
Shares") received upon exercise of a Warrant from one Common Share to 1.20
Common Shares on payment of $5.00; and (2) permit the exercise of a Warrant such
that the Holder received one Common Share in exchange for every 8.75 Warrants
surrendered.  Warrant holders were able to use one or both methods to convert
their Warrants into Common Shares.



Results of Private Program



"I am pleased with the reduction in the number of Warrants outstanding, from
approximately 161% of our shares outstanding to approximately 38% of our shares
outstanding.   I am also pleased with the cash proceeds from the program - 98.6%
of the Warrants participating in the program were exercised on a cash basis",
said Angeliki Frangou.



Of the 48,214,674 Warrants (representing 52.6% of the Warrants outstanding)
which participated in the private program, 47,548,029 Warrants were exercised by
payment of the $5.00 exercise price and 666,645 Warrants were exchanged for
Common Shares.  As a result:



-    237,740,145 of gross cash proceeds were raised.   Fees and expenses
incurred in connection with this private program are expected to amount to
approximately one per cent. of the gross cash proceeds



-    57,133,822 new Common Shares were issued



Following the issuance of these Common Shares relating to these Warrants
pursuant to the private program, IRF has 113,995,497 Common Shares and
43,452,006 Warrants outstanding.  These Warrants will expire on the earlier of
redemption or on 14 November 2009, unless accelerated pursuant to the terms of
the Warrants.



Certain Aim Notifications



Application has been made to AIM for all the Common Shares issued in connection
with the private program to be admitted to trading on AIM.



Pursuant to the private program, the participation by certain holders of
Warrants represents a related party transaction under the AIM Rules for
Companies.  Ms. Angeliki Frangou, Zebra Holding Company and Morstan Nominees
Limited: (i) directly or indirectly exercised 16,881,340 Warrants, 6,666,668
Warrants and 24,000,000 Warrants, respectively, (ii) paid $84,406,700,
$33,333,340 and $120,000,000, respectively and (iii) received 20,257,608 Common
Shares, 8,000,001 Common Shares and 28,800,000 Common Shares, respectively.
Following completion of this program, ownership by each of the foregoing parties
is 20.70%, 9.94% and 35.79%.



Pursuant to Rule 13 of the AIM Rules for Companies, IRF's Directors (excluding
Ms. Frangou) having consulted with IRF's Nominated Adviser, Collins Stewart,
determined that the terms of the private program, insofar as its shareholders
are concerned, are fair and reasonable.



This news release is merely a notification and is neither an offer to sell nor a
solicitation of an offer to buy any securities. The private program was effected
only by means of an offer letter and related documents distributed to certain
Holders.



About IRF



IRF was formed to invest in the financial services industry throughout Europe
with a primary focus on credit institutions and insurance companies in South
Eastern Europe.  IRF's current strategy is the acquisition of financial
institutions having valuations which do not reflect their potential and where
marketing and operational efficiencies are possible.  IRF owns a 20.16% interest
in Proton Bank and a 1.6% interest in Marfin Popular Bank.



About Proton Bank



Proton Bank is a full-service financial services institution, including retail
and investment banking as well as the provision of specialized corporate
advisory and investment services.  Proton Bank is listed on the Athens Stock
Exchange under the symbol "PRO".








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