7.5% Mediterranean Investments Holding plc 2015

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Mediterranean Investments Holdings plc - Prospectus 15th July 2008

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 7.5% 2015 bonds issued in July 2008 were intended to partly finance one or more of three acquisitions that were being considered, namely the Medina Towers, a large site in Fawar (Tripoli) and the Misurata Village.

In July 2009, MIH signed a shareholders’ agreement with the Economic Development Real Estate Company of Libya for the development of the Medina Towers in Tripoli. MIH announced that it will inject €26 million for a 50% shareholding in this real estate development. The proceeds of this bond issue have therefore been utilised to this effect.

Status & Security

The bonds are unsecured and rank below the syndicated loan facility amounting to €60 million granted to a number of banks for the purposes of part-funding the Palm City Residences Project.

MIH have undertaken that for a 5-year period commencing from the financial year ending 31 December 2009 it shall build a sinking fund equivalent to 50% of the value of the both bonds to create a cash reserve from its annual surpluses to meet part of the redemption proceeds of both bonds on maturity.

Coupon

7.5%

Amount Issued

€20,000,000

ISIN Code

MT0000371220

Maturity

4 August 2015

Interest Payment

Annually on 4 August

XD Date

21 July

Listing

Official List

No. of Bondholders

1,559

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).

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