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	Mediterranean Investments Holding plc - Prospectus dated 14 June 2010

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 is the owner of the Palm City Residences project. This unique development in Janzour, Libya is in the final process of completion and is made up of a 413-unit compound including residences ranging from one-bedroom apartments to four-bedroom fully-detached villas as well as a supermarket, a bank, a variety of retail outlets, a laundry, a health clinic and a number of food and beverage outlets. The development occupies a total area of 171,000 sqm.

The Corinthia parent company, Corinthia Palace Hotel Company Ltd, holds legal title to the land on which the Palm City Residences Project is constructed by virtue of a 99-year lease agreement dated 5 July 2006. Palm City Ltd and CPHCL are negotiating the assignment of the 99-year lease from CPHCL to this subsidiary and the termination of the build, operate and transfer agreement entered into on 6 July 2006. In the event that this is successfully concluded, Palm City Ltd will become the title holder of the land for the remainder of the original 99-year lease which expires on 4 July 2105.

The Palm City residential units are intended for lease (typically 3 to 5 years) to multi-national companies operating in Libya.

• Medina Tower (25%)

The Medina Tower Joint Stock Company for Real Estate Investment and Development is currently in the process of being registered and the shareholders will be: Al Enmaa for Economic Development and Real Estate Investment Company of Libya (50%); MIH (25%) and International Hotel Investments plc (25%). The Medina Tower joint-venture company will develop a parcel of land measuring 11,000 sqm into a 40-storey high-rise tower mainly focused on residential properties comprising approximately 58,000 sqm of accommodation (242 apartments for sale and for leasing out as serviced apartments); 23,000 sqm of office space for rent; 22.000 sqm of retail, conference, leisure and food and beverage facilities for rent and 36,000 sqm of underground parking that will cater for 1,000 car parking spaces. Construction is planned to take 48 months to complete.

Use of Proceeds

The proceeds raised from MIH’s second bond issue in July 2008 were intended for the investment in one or more of 3 identified projects, namely i) the Tripoli Commercial and Residential Towers (now rebranded as Medina Tower); ii) The Fawar City and Marina development and iii) the Misurata Village development in close proximity of the Misurata Free Trade Zone. Despite having entered into a shareholders’ agreement with Al Enmaa for Economic Development and Real Estate Investment Company of Libya (EDREICO) within the stipulated 18-month period from the date of the 2008 Prospectus, Medina Tower’s development plans had not progressed sufficiently to warrant an immediate investment in an amount equivalent to the proceeds raised in the 2008 Bond Issue. At the same time, other demands were identified with increased investment costs on the Palm City Residences project. In order to accelerate the completion of the project and in doing so securing revenue generation at an earlier date as well as making use of the 2008 bond proceeds in the manner most complimentary to the existing funding requirements of MIH, the proceeds from the 2008 bond issue were utilised to finance the completion of the Palm City project.

As a result, the proceeds from the new bond issue will be used as follows:

(i) €31.25 million to finance MIH’s 25% equity contribution in the Medina Tower project. This consists of €19 million to reinstate the funds raised in 2008 which were utilised to fund the additional capital expenditure requirements of Palm City, and the requirement of an additional €12.25 million investment in Medina since during the planning stage this high-rise development has been extended to 40 floors from the previous 26;

(ii) the balance of €8.75 million will be used for general corporate funding purposes of MIH.

Status & Security

The Bonds are unsubordinated and unsecured.

However, MIH has undertaken that as from the start of the financial year commencing 1 January 2012, and over a 5-year period it shall create a sinking fund which it estimates will be equivalent to 50% of the value of the issued bonds, thereby creating a cash reserve from annual surpluses to meet part of the redemption proceeds by the maturity date. This fund shall be under the control of a Custodian, independent of the Issuer, and held in a segregated account. Meanwhile, it is worth noting that in the event that MIH successfully sells 25% of its shareholding of Palm City Limited (valued at circa €50 million), the build-up of MIH’s sinking fund will be accelerated by setting aside the equivalent of 25% of the future capital and interest bond obligations (estimated at €12.4 million) to compensate it for its loss of dividend income as a result of the reduced shareholding in Palm City.

Coupon

7.15%

Amount Issued

GBP4,385,900

ISIN Code

MT0000371246

Maturity

23 July 2017

Interest Payment

Annually on 23 July

XD Date

9 July

Listing

Official List

No. of Bondholders

Approx. 498

Directors

Alfred Pisani (Chairman), Faysal J S Alessa, Yousef A. Abdelmaula, Musaed Al Saleh, Joseph Fenech, Khalil E. A. M. Alabdullah, Joseph C. Caruana, Reginald A. Cuschieri (Company Secretary).