ANNOUNCEMENT
IRF European Finance Investments Ltd
('IRF' or the 'Company')
Announces its
Agreement to Issue
New Preference Shares in the Company
9 August 2011
IRF today announces that it has agreed to issue 49,833.858 convertible preference shares (the "Preference Shares") in exchange for 31,074,302 outstanding shares in Marfin Investment Group ("MIG"), a company listed on the Athens Stock Exchange. Each Preference Share is convertible into 1,000 common shares in the Company, subject to the satisfaction of certain conditions. The Preference Shares will not be listed on the SFM or any other regulated market.
The MIG shares being transferred to the Company have been valued based on the closing price of such shares on the Athens Stock Exchange as of 14 July 2011. The deemed issue price of the IRF Shares is US$0.45 per share, representing a discount of approximately 10% to IRF's current bid price.
The IRF directors believe that the proposed transaction will be beneficial for the Company. As a result of the transaction, IRF will increase its investment in MIG, a key investment for IRF, at a cost significantly below MIG's announced NAV as well as increasing equity on IRF's balance sheet.
Pursuant to the issue of the Preference Shares, Amadeus Maritime S.A., an entity controlled by Ms Angeliki Frangou, IRF's chairman, will receive 7,110.041 Preference Shares in exchange for the transfer of 4,433,523 MIG shares.
Immediately following the issue of the Preference Shares, IRF's issued share capital will comprise:
(i) 137,315,633 common shares of US$0.0015 par value each; and
(ii) 49,833.858 preference shares of US$0.0001 par value each.
Each Preference Share shall be entitled to one thousand times the number of votes to which each common share is entitled.
Immediately following the issue of the Preference Share, the percentage of voting rights in the Company held as a shareholder by Almirante Armadora S.A. will increase from 2.7% to 7.3% and the percentage of voting rights in the Company held as a shareholder by Euroline Overseas S.A. will increase from nil to 7.9%.
Prior to the transaction, IRF held approximately 13.88% of the issued shares in MIG. Following completion of this transaction, IRF now owns approximately 17.91% of the issued shares in MIG.
For further information:
IRF European Finance Investments Ltd
Angeliki Frangou, Chairperson Tel: +30 210 428 0560
Sheldon Goldman, Deputy Chairman Tel: +1 212 404 5740
About IRF
IRF's principal investment strategy is to seek investment opportunities in global financial institutions, with a complementary focus on investments in distressed opportunities in other industries. On 19 January 2009 IRF commenced trading on the SFM (Specialist Fund Market), operated by the London Stock Exchange plc. The Company's registered office is at Canon's Court 22 Victoria Street, Hamilton HM12, Bermuda.
Forward-looking statements
All statements, other than statements of historical fact, included in this release are forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based upon current expectations and are subject to a number of risks, uncertainties and assumptions that could cause actual results to differ materially from those described in the forward-looking statements. IRF assumes no obligation and expressly disclaims any duty to update the information contained herein except as required by law.
