5.0% MED. INV. HOLDING PLC 2022

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Mediterranean Investments Holding plc - Prospectus dated 29 May 2017

The Company

Mediterranean Investments Holding plc (MIH) was incorporated as a private limited liability company on 12 December 2005 and converted to a public limited liability company on 6 November 2007. MIH is a joint-venture between Corinthia Palace Hotel Company Limited (CPHCL) and the National Real Estate Company (NREC) of Kuwait.  

Palm City Limited (99.99%)

Palm City Limited manages the Palm City Residences project through a build-operate-transfer agreement with CPHCL who holds legal title to the land on which the development is constructed. This unique development in Janzour, Libya, constructed over a plot of land measuring 171,000 square metres, is a 413 residential unit compound including residences ranging from one-bedroom apartments to four-bedroom fully-detached villas complemented by a variety of amenities and leisure facilities.

The Company is involved in two other projects in Libya as detailed below. However, in the light of the prevailing situation in Libya, works on these two projects have been put on hold.

Palm Waterfront (100%)

This wholly-owned subsidiary will be primarily engaged with the development and operation of the Palm Waterfront site, measuring 50,000 square metres, located adjacent to the Palm City Residences. The new site will comprise a 164-room 5-star hotel, 259 residential units (to be offered for lease or outright sale depending on market conditions), an entertainment centre, retail outlets, car park and a marina.

The project will be initiated once the situation in Libya stabilises and the subsidiary raises the required funding (40% equity and 60% debt) to complete the development phase. This development is also dependent on obtaining the necessary planning approvals from the authorities in Libya.

Medina Tower (25%)

The Medina Tower Joint Stock Company is equally owned by Arab Union Contracting Company of Libya, Alinmaa Holding Company for Tourism & Real Estate Investments of Libya; MIH and International Hotel Investments plc. The Medina Tower joint-venture company, set up in 2010, will develop a parcel of land situated in Tripoli’s main high street and measuring 11,000 sqm into a 42-storey high-rise tower comprising a mix of residential properties as well as retail, commercial, conference facilities, spa and car park. Overall, the property will comprise a total gross floor area of circa 200,000 square metres.

The project designs of the Medina Tower are complete and all development approvals have been obtained from the relevant authorities. Furthermore, the main construction contract was signed on 5 September 2012. The financing for the first phase of the project is already in place whilst the remaining funding required will be raised through a bank loan. In this respect, the Issuer has signed a term sheet with a Libyan financial institution.

Use of Proceeds

The net proceeds from the Bond issue, estimated at approximately €39.5 million after issuance costs, were used by the Issuer for the redemption of the outstanding amount of the maturing bonds.

Status

The Bonds constitute the general, direct, unconditional and unsecured obligations of the Issuer, guaranteed by the Guarantor, and shall at all times rank equally, without any priority or preference among themselves and with other unsecured debt of each of the Issuer and the Guarantor. However, the bonds will rank after all present and future secured borrowings.

Guarantee

The Bonds shall constitute the general, direct, unconditional and unsecured obligations of the Issuer and shall be guaranteed in respect of both the interest due and the principal amount under the said Bonds by the Guarantor, and shall at all times rank pari passu, without any priority or preference among themselves and, save for such exceptions as may be provided by applicable law, shall rank without priority and preference with all other present and future unsecured obligations of the Issuer and the Guarantor. The Bonds will, however, rank subordinate to the present and future secured creditors of the Issuer and the Guarantor. In view of the fact that the Bonds are being guaranteed by the Guarantor, Bondholders are entitled to request the Guarantor to pay both the interest due and the principal amount under the said Bonds if the Issuer fails to meet any amount, when due. The strength of this undertaking on the part of the Guarantor is directly linked to the financial position and solvency of the Guarantor. Furthermore, subject to the negative pledge clause set out in sub-section 6.8 of the Securities Note, third party security interests may be registered which will rank in priority to the Bonds against the assets of the Issuer for so long as such security interests remain in effect.

Prospective investors are urged to refer to the Guarantee contained in Annex ‘A’ of the Securities Note forming part of the Prospectus for a description of the scope, nature and term of the Guarantee. Reference must also be made to the sections entitled “Risk Factors” contained in the Summary Note, the Registration Document and the Securities Note for a description of certain risk factors which should be considered by prospective investors in connection with the Bonds issued by Mediterranean Investments Holdings plc and the Guarantee provided by Corinthia Palace Hotel Company Limited.

Coupon

5.0%

Amount issued

€40,000,000

ISIN Code:

MT0000371287

Guarantor

Corinthia Palace Hotel Company Limited

Interest Payment

Annually on 06 July

XD Date

21 June

Maturity

The bonds will mature at 100% (par) on 06 July 2022.

Listing

Official List of the Malta Stock Exchange.

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